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LyondellBasell Industries N.V.

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

LYB$59.50-2.0%Stored close · as of Nov 9, 2026

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Shareholders’ Equity and Redeemable Non-controlling Interests

  1. Shareholders’ Equity and Redeemable Non-controlling Interests

Shareholders’ Equity

Dividend Distributions—The following table summarizes the dividends paid to common shareholders in the periods presented:

Millions of dollars, except per share amountsDividend PerOrdinaryShareAggregateDividendsPaidDate of Record
For the year 2025:
March$1.34$433March 10, 2025
June1.37445June 2, 2025
September1.37443August 25, 2025
December1.37443December 1, 2025
$5.45$1,764
For the year 2024:
March$1.25$408March 4, 2024
June1.34438June 3, 2024
September1.34437August 26, 2024
December1.34437December 2, 2024
$5.27$1,720

In February 2026, we declared a quarterly dividend of $0.69 per share, representing a $0.68 per share reduction from our fourth quarter 2025 dividend. The dividend will be paid to shareholders on March 9, 2026, with an ex-dividend and record date of March 2, 2026.

Share Repurchase Authorization—In May 2025, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 23, 2026 (“2025 Share Repurchase Authorization”), which superseded any prior repurchase authorizations. The timing and amount of these repurchases, which are determined based on our evaluation of market conditions and other factors, may be executed from time to time through open market or privately negotiated transactions. The repurchased shares, which are recorded at cost, are classified as Treasury stock and may be retired or used for general corporate purposes, including for various employee benefit and compensation plans.

In May 2024, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 24, 2025 (“2024 Share Repurchase Authorization”), which superseded any prior repurchase authorizations.

In May 2023, our shareholders approved a proposal to authorize us to repurchase up to 34.0 million ordinary shares, through November 19, 2024 (“2023 Share Repurchase Authorization”), which superseded any prior repurchase authorizations.

The following table summarizes our share repurchase activity for the periods presented:

Millions of dollars, except shares and per share amountsSharesRepurchasedAveragePurchasePriceTotal Purchase Price, Including Commissions and Fees
For the year 2025:
2024 Share Repurchase Authorization3,037,987$66.01$201
3,037,987$66.01$201
For the year 2024:
2024 Share Repurchase Authorization2,236,348$88.42$198
2,236,348$88.42$198
For the year 2023:
2022 Share Repurchase Authorization1,365,898$88.98$122
2023 Share Repurchase Authorization983,30990.9989
2,349,207$89.82$211

Total cash paid for share repurchases for the years ended December 31, 2025, 2024 and 2023 was $201 million, $195 million and $211 million, respectively. Cash payments made during the reporting period may differ from the total purchase price, including commissions and fees, due to the timing of payments.

Ordinary Shares—The changes in the outstanding amounts of ordinary shares are as follows:

Year Ended December 31,
202520242023
Ordinary shares outstanding:
Beginning balance323,889,832324,483,402325,723,567
Share-based compensation621,6011,278,115793,984
Employee stock purchase plan611,323364,663315,058
Purchase of ordinary shares(3,037,987)(2,236,348)(2,349,207)
Ending balance322,084,769323,889,832324,483,402

Treasury Shares—The changes in the amounts of treasury shares held by the Company are as follows:

Year Ended December 31,
202520242023
Ordinary shares held as treasury shares:
Beginning balance16,532,66615,939,09614,698,931
Share-based compensation(621,601)(1,278,115)(793,984)
Employee stock purchase plan(611,323)(364,663)(315,058)
Purchase of ordinary shares3,037,9872,236,3482,349,207
Ending balance18,337,72916,532,66615,939,096

Accumulated Other Comprehensive Loss—The components of, and after-tax changes in, Accumulated other comprehensive loss as of and for the years ended December 31, 2025, 2024 and 2023 are presented in the following table:

Foreign currency translation adjustments below include currency translation adjustments as well as gains (losses) on net investment hedges; the associated tax benefits or expenses are calculated separately for each component.

Millions of dollarsFinancialDerivativesDefinedBenefitPensionand OtherPost-retirementBenefit PlansForeignCurrencyTranslationAdjustmentsTotal
Balance, December 31, 2022$(146)$(182)$(1,044)$(1,372)
Other comprehensive income (loss) before reclassifications(178)(142)45(275)
Tax benefit before reclassifications473828113
Amounts reclassified from accumulated other comprehensive loss699—78
Tax expense(18)(2)—(20)
Net other comprehensive income (loss)(80)(97)73(104)
Balance, December 31, 2023$(226)$(279)$(971)$(1,476)
Other comprehensive income (loss) before reclassifications$51$(21)$(125)$(95)
Tax (expense) benefit before reclassifications(13)5(44)(52)
Amounts reclassified from accumulated other comprehensive loss10218—120
Tax expense(25)(4)—(29)
Net other comprehensive income (loss)115(2)(169)(56)
Balance, December 31, 2024$(111)$(281)$(1,140)$(1,532)
Other comprehensive income (loss) before reclassifications$(92)$52$108$68
Tax (expense) benefit before reclassifications23(15)9199
Amounts reclassified from accumulated other comprehensive loss6212—74
Tax expense(15)(4)—(19)
Net other comprehensive income (loss)(22)45199222
Balance, December 31, 2025$(133)$(236)$(941)$(1,310)

The amounts reclassified out of each component of Accumulated other comprehensive loss are as follows:

Millions of dollars · Year Ended December 31, · Affected Line Items on the Consolidated Statements of Income
2025 · 2024 · 2023
Reclassification adjustments for:
Financial derivatives:
Commodities$—$4$—Sales and other operating expenses
Commodities2212933Cost of sales
Foreign currency36(35)31Interest expense
Interest rates445Interest expense
Income tax (expense) benefit(15)(25)(18)Provision for income taxes
Financial derivatives, net of tax477751
Amortization of defined pension items:
Settlement gain(1)——Other income (expense), net
Actuarial loss13156Other income (expense), net
Prior service cost333Other income (expense), net
Curtailment gain(3)——Other income (expense), net
Income tax expense(4)(4)(2)Provision for income taxes
Defined pension items, net of tax8147
Total reclassifications, before tax7412078
Income tax expense(19)(29)(20)Provision for income taxes
Total reclassifications, after tax$55$91$58Amount included in net income

Amortization of defined pension items are included in the computation of net periodic pension and other post-retirement benefit costs, see Note 16 to the Consolidated Financial Statements.

Redeemable Non-controlling Interests

As of December 31, 2025 and 2024, we had 112,964 and 113,053 shares of redeemable non-controlling interest stock outstanding, respectively. During the years ended December 31, 2025, 2024, and 2023,89,22, and 396 shares, respectively, were redeemed for less than $1 million in each year.

In February, May, August and November 2025, we paid cash dividends of $15.00 per share to our redeemable non-controlling interest stock shareholders of record as of January 15, 2025, April 15, 2025, July 15, 2025, and October 15, 2025, respectively. In 2025, 2024 and 2023, these dividends were $7 million for each year.

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