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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): November 10, 2025
Westlake Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-32260 | 76-0346924 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2801 Post Oak Boulevard, Suite 600 Houston, Texas |
77056 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 960-9111
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(s) |
Name of each exchange on which registered |
||
| Common Stock | WLK | The New York Stock Exchange | ||
| 1.625% Senior Notes due 2029 | WLK 29 | The 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 7.01 | Regulation FD Disclosure. |
On November 10, 2025, Westlake Corporation (“Westlake”) issued a press release (the “Pricing Press Release”) attached hereto as Exhibit 99.1, announcing the pricing of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.600% Senior Notes due 2026. On November 10, 2025, Westlake issued a press release (the “Results Press Release”) attached hereto as Exhibit 99.2, announcing the expiration and results of the Tender Offer. The Pricing Press Release and the Results Press Release are incorporated by reference herein. The Tender Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated November 4, 2025.
The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by Westlake under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
|
| 99.1 | Press Release issued by Westlake Corporation on November 10, 2025 announcing pricing of the Tender Offer. | |
| 99.2 | Press Release issued by Westlake Corporation on November 10, 2025 announcing expiration and results of the Tender Offer. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |
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 hereunto duly authorized.
| WESTLAKE CORPORATION | ||||||
| Date: November 12, 2025 | By: | /s/ L. Benjamin Ederington |
||||
| L. Benjamin Ederington Executive Vice President, Legal and External Affairs |
||||||
Exhibit 99.1
WESTLAKE CORPORATION ANNOUNCES PRICING OF
CASH TENDER OFFER FOR ITS 3.600% SENIOR NOTES DUE 2026
HOUSTON, November 10, 2025 - Westlake Corporation (NYSE: WLK) (“Westlake”) today announced the pricing of its cash tender offer to purchase (the “Offer”) any and all of the outstanding 3.600% Senior Notes due 2026 (the “Notes”) on the terms set forth in the table below. The table below sets forth the applicable Reference Yield and Consideration for the Notes, as calculated at 2:00 p.m., New York City time, today, November 10, 2025, in accordance with the Offer to Purchase (as defined below).
| Series of Notes |
CUSIP Numbers (1) | Aggregate Principal Amount Outstanding |
U.S. Treasury Reference Security (2) |
Reference Yield |
Bloomberg Reference Page (2) |
Fixed Spread (2) |
Consideration(2) | |||||||||||||||||
| 3.600% Senior Notes due 2026 |
960413AT9 (Registered) 960413AH5 (Rule 144A) U96060AC9 (Reg. S) |
$ | 750,000,000 | 4.375% UST due 8/15/2026 |
3.741 | % | FIT3 | 35 bps | $ | 996.32 | ||||||||||||||
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release. Such information is provided solely for the convenience of holders of the Notes. |
| (2) | The consideration (the “Consideration”) per $1,000 principal amount of Notes validly tendered and not validly withdrawn, and accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below), at or prior to the Expiration Date (as defined below) for the tender offer. The calculation of the consideration assumes a settlement date on November 12, 2025 and is performed to the maturity date for the Notes. The Consideration does not include accrued interest, which will be paid on the Notes accepted for purchase by Westlake. |
The tender offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated November 4, 2025 (the “Offer to Purchase”). Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offer. The tender offer is not conditioned on any minimum amount of the Notes being tendered. Subject to applicable law, Westlake may amend, extend or terminate the tender offer in its sole discretion. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The tender offer will expire at 5:00 p.m., New York City time, today, November 10, 2025, unless extended or terminated by Westlake (such time and date, as the same may be extended or terminated by Westlake in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly withdrawn, unless otherwise required by applicable law.
Holders of Notes must validly tender and not validly withdraw their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase pursuant to the Offer, including Notes accepted pursuant to the guaranteed delivery procedures described in the Offer to Purchase (the “Guaranteed Delivery Procedures”), from the last interest payment date up to, but not including, the settlement date, which is expected to be on or about November 12, 2025.
Westlake expects to pay the Consideration plus accrued interest for all Notes validly tendered and accepted for purchase (other than Notes tendered pursuant to the Guaranteed Delivery Procedures) on the Settlement Date.
For holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, the deadline to validly tender their Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on November 13, 2025. Westlake expects to pay the Consideration plus accrued interest for all Notes validly tendered and accepted for purchase pursuant to the Guaranteed Delivery Procedures on or about November 14, 2025, the third business day after the Expiration Date.
Westlake has retained J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to act as the dealer managers and Global Bondholder Services Corporation to act as the depositary and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-7489 (collect), or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4759 (collect). Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: https://www.gbsc-usa.com/westlake.
None of Westlake, the dealer managers, the depositary and information agent or the trustee (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether holders of Notes should tender or refrain from tendering Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.
About Westlake
Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, with operations in Asia, Europe and North America, Westlake provides the building blocks for vital solutions — from housing and construction, to packaging and healthcare, to automotive and consumer goods.
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Contacts
Media Inquiries: Ben Ederington, 713-960-9111
Investor Inquiries: Steve Bender, 713-960-9111
Forward-Looking Statements
The statements in this press release that are not historical facts, such as statements regarding the terms and timing for completion of the Offer and the expected settlement date thereof, are forward-looking statements that are based on current expectations. Although Westlake believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include results of operations, market conditions, capital needs and uses and other risks and uncertainties that are beyond Westlake’s control, including those described in the Offer to Purchase, Westlake’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Westlake’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and its other filings with the Securities and Exchange Commission. Forward-looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). Westlake does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Exhibit 99.2
WESTLAKE CORPORATION ANNOUNCES RESULTS OF
CASH TENDER OFFER FOR ITS 3.600% SENIOR NOTES DUE 2026
HOUSTON, (November 10, 2025) - Westlake Corporation (NYSE: WLK) (“Westlake”) today announced the expiration and results of its cash tender offer to purchase (the “Offer”) any and all of the outstanding 3.600% Senior Notes due 2026 (the “Notes”). The tender offer described herein was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2025 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The tender offer expired at 5:00 p.m., New York City time, on November 10, 2025 (the “Expiration Date”). The settlement date for the Offer will be on or about November 12, 2025 (the “Settlement Date”).
According to information provided by Global Bondholder Services Corporation, $253,730,000 aggregate principal amount of the Notes were validly tendered (other than pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures”)) prior to or at the Expiration Date and not validly withdrawn. In addition, $10,733,000 aggregate principal amount of the Notes were reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date and remain subject to the Holders’ performance of the delivery requirements under the Guaranteed Delivery Procedures. The table below provides certain information about the tender offer, including the aggregate principal amount of the Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date.
Westlake intends to accept for purchase $253,730,000 aggregate principal amount of Notes under the tender offer (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures).
| Series of Notes |
CUSIP Numbers (1) | Aggregate Principal Amount Outstanding |
Aggregate Principal Amount Tendered(2) |
Principal Amount Reflected in Notices of Guaranteed Delivery |
||||||||||
| 3.600% Senior Notes due 2026 |
960413AT9 (Registered) 960413AH5 (Rule 144A) U96060AC9 (Reg. S) |
$ | 750,000,000 | $ | 253,730,000 | $ | 10,733,000 | |||||||
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release. Such information is provided solely for the convenience of holders of the Notes. |
| (2) | The amounts exclude the principal amount of Notes for which Holders have delivered Notices of Guaranteed Delivery, which remain subject to compliance with the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be transferred at or prior to 5:00 p.m., New York City time, on November 13, 2025. Holders of Notes tendering their Notes other than pursuant to the Guaranteed Delivery Procedures must have validly tendered and not validly withdrawn their Notes prior to the Expiration Date in order to be eligible to receive $996.32 in cash for each $1,000 principal amount of the Notes (the “Consideration”) on the Settlement Date. Holders of Notes tendering their Notes pursuant to the Guaranteed Delivery Procedures must have submitted a Notice of Guaranteed Delivery prior to the Expiration Date, and must comply with the related Guaranteed Delivery Procedures by the Guaranteed Delivery Date, in order to be eligible to receive the |
| Consideration, which is expected to be paid to such Holders on or about November 14, 2025. In addition to the Consideration, Holders whose Notes are accepted for purchase, including pursuant to the Guaranteed Delivery Procedures, will receive a cash payment representing the accrued and unpaid interest on such Notes from the last interest payment date up to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all accepted Notes, including those tendered through the Guaranteed Delivery Procedures. |
Westlake retained J.P. Morgan Securities LLC and Wells Fargo Securities, LLC to act as the dealer managers and Global Bondholder Services Corporation to act as the depositary and information agent for the tender offer. For additional information regarding the terms of the tender offer, please contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-7489 (collect), or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4759 (collect). Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for banks and brokers) or (855) 654-2015 (all others, toll-free) or email contact@gbsc-usa.com. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link: https://www.gbsc-usa.com/westlake.
None of Westlake, the dealer managers, the depositary and information agent or the trustee (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether holders of Notes should tender or refrain from tendering Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.
About Westlake
Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, with operations in Asia, Europe and North America, Westlake provides the building blocks for vital solutions — from housing and construction, to packaging and healthcare, to automotive and consumer goods.
Contacts
Media Inquiries: Ben Ederington, 713-960-9111
Investor Inquiries: Steve Bender, 713-960-9111
Forward-Looking Statements
The statements in this press release that are not historical facts, such as statements regarding the terms and timing for completion of the Offer and the expected settlement date thereof, are forward-looking statements that are based on current expectations. Although Westlake believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct.
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Important factors that could cause actual results to differ materially from those in the forward-looking statements include results of operations, market conditions, capital needs and uses and other risks and uncertainties that are beyond Westlake’s control, including those described in the Offer to Purchase, Westlake’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Westlake’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and its other filings with the Securities and Exchange Commission. Forward-looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). Westlake does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
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