Form 8-K

8-K — Huntsman CORP

Accession: 0001104659-26-074266

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0001307954

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2618028d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2618028d2_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618028d2_ex99-2.htm)

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2026-06-16

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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):

June 16, 2026

Huntsman Corporation

(Exact name of registrant as specified in

its charter)

Delaware

001-32427

42-1648585

(State or other

jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

10003 Woodloch Forest Drive

77380

The Woodlands, Texas

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including

area code:

(281) 719-6000

Not applicable

(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:

x 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:

Registrant

Title of each class

Trading

Symbol

Name of each exchange on

which registered

Huntsman Corporation

Common Stock, par value $0.01 per share

HUN

New York Stock Exchange

Huntsman International LLC

NONE

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

June 16, 2026, Huntsman Corporation, a Delaware corporation (“Huntsman”), and Olin Corporation, a Virginia

corporation (“Olin”), issued a joint press release to announce the proposed combination of Olin and Huntsman in an

all-stock merger of equals transaction pursuant to an Agreement and Plan of Merger entered into on June 15, 2026. A copy of the press

release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally,

on June 16, 2026, Huntsman and Olin issued a joint investor presentation, a copy of which is attached hereto as Exhibit 99.2

to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibits 99.1 and 99.2, is being “furnished” to the U.S. Securities and Exchange

Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and

shall not be deemed to be incorporated by reference into any filing made by Huntsman under the Securities Act of 1933, as amended, or

the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Additional Information and Where to Find

This

Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed transaction between Olin and Huntsman.

In connection with the proposed transaction, Olin and Huntsman intend to file relevant materials with the SEC, including, among other

filings, an Olin registration statement on Form S-4 in connection with the proposed issuance of shares of Olin’s common stock

pursuant to the proposed transaction, which Form S-4 will include a joint proxy statement/prospectus of Olin and Huntsman, which

after the registration statement is declared effective by the SEC, will be mailed to shareholders of Olin and stockholders of Huntsman

seeking their approval of their respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF OLIN AND HUNTSMAN ARE URGED TO

READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS,

AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED

TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This Current Report on Form 8-K is not a substitute for

the registration statement, the joint proxy statement/prospectus or any other document that Olin or Huntsman may file with the SEC and

send to their respective shareholders and stockholders in connection with the proposed transaction. Investors and securityholders will

be able to obtain free copies of the registration statement and the joint proxy statement/prospectus, as each may be amended or supplemented

from time to time, and other relevant documents filed with the SEC by Olin and Huntsman (when they become available) from the SEC’s

website at www.sec.gov, on Olin’s website at www.olin.com under the tab “Investors” and under

the heading “SEC Filings” and on Huntsman’s website at www.huntsman.com under the tab “Investors”

and under the heading “Financials” and subheading “SEC filings.”

Participants in the Solicitation

Olin,

Huntsman, their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be

deemed to be “participants” in the solicitation of proxies from Olin’s shareholders and Huntsman’s stockholders

in connection with the proposed transaction. Information about Olin’s directors and executive officers is set forth in Olin’s

Proxy Statement on Schedule 14A for its 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, its

Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, its

Current Report on Form 8-K, which was filed with the SEC on April 30, 2026, and subsequent statements of changes in beneficial

ownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership

on Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on March 20,

2026, May 5,

2026, May 19,

2026 and June 3,

2026. Information about Huntsman’s directors and executive officers is set forth in the Huntsman Proxy Statement on Schedule

14A for its 2026 Annual Meeting of stockholders, which was filed with the SEC on March 16, 2026, its Annual Report on Form 10-K

for the year ended December 31, 2025, which was filed with the SEC on February 18, 2026, its Current Report on Form 8-K,

which was filed with the SEC since May 1, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC,

including the Initial Statement of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements

of Beneficial Ownership on Form 5 on file with the SEC, including filings made on June 3,

2026.

Additional information concerning

the interests of potential participants in the solicitation of proxies in connection with the proposed transaction, which may, in some

cases, be different than those of Olin’s shareholders or Huntsman’s stockholders generally, will be set forth in the registration

statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the proposed transaction.

You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov

and from the Olin or Huntsman websites described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any

securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent

document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities

Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking

Statements

This Current Report on Form 8-K

contains “forward-looking statements”. These statements relate to analyses and other information that are based on management’s

current beliefs, certain assumptions and forecasts made by management, and current expectations, estimates and projections. Such forward-looking

statements include statements regarding the proposed combination between Olin and Huntsman, the future results of the combined company

and the benefits anticipated to be realized from the proposed combination, the impact of the proposed transaction on the combined company’s

business, projections as to the amount and timing of synergies and the closing date for the proposed transaction, and other uncertainties

and contingencies in connection with the foregoing. The statements contained in this Current Report on Form 8-K that are not statements

of historical facts may include “forward looking statements” as defined in the Private Securities Litigation Reform Act of

1995. We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,”

“should,” “plan,” “outlook,” “project,” “estimate,” “forecast,”

“optimistic,” “target” and variations of such words and similar expressions in this Current Report on Form 8-K

to identify such forward-looking statements.

The reader is cautioned not

to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions

prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from these forward-looking

statements. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not achieve some

or all of the anticipated benefits and that the proposed transaction may not be completed in a timely manner or at all; (ii) the

failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by Olin’s shareholders or

Huntsman’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed

transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental

entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or

acquisition proposals may be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination

of the merger agreement relating to the proposed transaction; (vi) the effect of the announcement or pendency of the proposed transaction

on Olin’s or Huntsman’s ability to attract, motivate or retain key executives and associates, their ability to maintain relationships

with customers, vendors, service providers and others with whom they do business, or their operating results and business generally; (vii) risks

related to the proposed transaction diverting management’s attention from Olin’s and Huntsman’s ongoing business operations;

(viii) the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; (ix) business,

industry and operational risks applicable to Olin and/or Huntsman, including (a) sensitivity to economic, business and market conditions

in the United States and overseas, including economic instability or a downturn in the sectors served by Olin and/or Huntsman; (b) declines

in average selling prices for Olin’s and/or Huntsman’s products and the supply/demand balance for Olin’s and/or Huntsman’s

products, including the impact of excess industry capacity; (c) unsuccessful execution of Olin’s and/or Huntsman’s operating

models; (d) failure to control costs and inflation impacts or failure to achieve targeted cost reductions; (e) availability

of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics; (f) Olin’s and/or Huntsman’s

reliance on a limited number of suppliers for specified feedstock and services and their reliance on third-party transportation; (g) the

occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production

hazards; (h) exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather

events; (i) the failure or an interruption, including cyber-attacks, of Olin’s and/or Huntsman’s information technology

systems, including risks from the rapid evolution and increased adoption of artificial intelligence technologies that may intensify cybersecurity

risks and enable new or augment existing attack techniques and the potential for intellectual property infringement or unintentional disclosure

of proprietary or confidential information through artificial intelligence tools; (j) risks associated with Olin’s and/or Huntsman’s

international sales and operations, including economic, political or regulatory changes; (k) weak industry conditions affecting Olin’s

and/or Huntsman’s ability to comply with the financial maintenance covenants in its debt agreements; (l) Olin’s and/or

Huntsman’s indebtedness and debt service obligations; (m) failure to identify, attract, develop, retain and motivate qualified

employees throughout the respective organizations and ability to manage executive officer and other key senior management transitions;

(n) adverse conditions in the credit and capital markets, limiting or preventing Olin’s and/or Huntsman’s ability to

borrow or raise capital; (o) Olin’s and/or Huntsman’s inability to complete future acquisitions or joint venture transactions

or successfully integrate them into the business; (p) the effects of any declines in global equity markets on asset values and any

declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, Olin’s and/or Huntsman’s

pension plans; (q) Olin’s and/or Huntsman’s long-range plan assumptions not being realized, causing a non-cash impairment

charge of long-lived assets; (r) exposure to risks associated with the creditworthiness of Olin’s and/or Huntsman’s key

suppliers, customers and business partners and reductions in demand for their customers’ products; (s) failure to develop new

products, processes or applications, or failure to keep pace with evolving technological innovations in end-use markets; (t) inability

to protect patents and trade secrets or enforce intellectual property rights, particularly in countries where effective intellectual property

laws and judicial systems may be unavailable; (u) conflicts, military actions, terrorist attacks, political events, public health

crises and general instability, along with increased security regulations, that could adversely affect Olin and/or Huntsman’s business;

and (v) legal, environmental and regulatory risks, including (a) changes in, or failure to comply with, legislation or government

regulations or policies, including changes regarding Olin’s and/or Huntsman’s ability to manufacture or use certain products

and changes within the international markets in which Olin and/or Huntsman operate; (b) new regulations or public policy changes

regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; (c) unexpected outcomes

from legal or regulatory claims and proceedings; (d) costs and other expenditures in excess of those projected for environmental

investigation and remediation or other legal proceedings; (e) various risks associated with Olin’s Lake City U.S. Army Ammunition

Plant contract and performance under other governmental contracts and (f) compliance with data privacy regulations, including the

General Data Protection Regulation (GDPR) and other applicable data privacy laws, which could result in substantial fines, penalties and

legal liability.

All

of Olin’s and Huntsman’s forward-looking statements should be considered in light of these factors. In addition, other risks

and uncertainties not presently known to Olin or Huntsman or that Olin or Huntsman consider immaterial could affect the accuracy of the

forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions,

which are difficult to predict and many of which are beyond the control of Olin and/or Huntsman. Therefore, actual outcomes and results

may differ materially from those matters expressed or implied in such forward-looking statements. A further list and descriptions of

these risks, uncertainties, and other factors can be found in Olin’s filings with the SEC, including its most recent Annual Report

on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the website maintained by the SEC

at http://www.sec.gov, https://olin.com or on request from Olin and in Huntsman’s filings with the SEC, including

its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the

website maintained by the SEC at http://www.sec.gov, https://www.huntsman.com or on request from Huntsman. Any forward-looking

statement made in this release speaks only as of the date of this Current Report on Form 8-K. Neither Olin nor Huntsman undertake

any obligation to update publicly any forward-looking statements, or any other information in this release whether as a result of future

events, new information or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking

statements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press

Release, dated June 16, 2026.

99.2

Investor Presentation, dated June 16, 2026.

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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.

HUNTSMAN CORPORATION

By:

/s/ Ivan Marcuse

Ivan Marcuse

Vice President, Investor Relations and Corporate Development

Date: June 16, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618028d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

OLIN

and HUNTSMAN Announce Transformative Merger of Equals to Create a $12+ Billion Integrated North American Chemicals Leader

Complementary upstream and downstream capabilities to enhance integration

and enable the combined company to better create value across cycles, products and regions

$400+ million of identified and actionable cost synergies and integration

benefits

Enhanced financial profile and cost position expected to provide

greater performance through the cycle, cash flow generation and growth optionality

Ken Lane to serve as Chief Executive Officer and Peter Huntsman

to serve as non-executive Chairman of the Board of Directors of the combined company

Joint investor call and webcast scheduled for June 16, 2026

at 8:00 a.m. Eastern Time

CLAYTON, Missouri, and THE WOODLANDS, Texas

-- June 16, 2026 -- Olin Corporation (NYSE: OLN) and Huntsman Corporation (NYSE: HUN) today announced that they have entered

into a definitive agreement to combine in an all-stock merger of equals to create a leading North American chemicals company. The transaction

is expected to generate significant value for shareholders of both companies, with more than $400 million in total identified cost synergies

and integration benefits.

The combined organization, which will be renamed

OlinHuntsman Corporation (“OlinHuntsman”) following the close of the transaction, will benefit from enhanced scale, scope

and expanded chlorine optionality, enabling it to create value across markets and cycles. The vertical integration of Olin and Huntsman’s

highly complementary upstream and downstream businesses brings together cost-advantaged North American assets and feedstocks with differentiated

formulations and high-value advanced materials. From its global manufacturing platform, OlinHuntsman will deliver to diverse and growing

end markets including automotive, construction and infrastructure, and industrial applications. OlinHuntsman will have a structurally

lower cost position and an expanded ability to convert advantaged Electrochemical Units production into downstream materials, unlocking

more opportunities to grow.

“This combination provides a compelling

opportunity for Olin and Huntsman to create a more resilient and value-focused chemicals company anchored in North America,” said

Ken Lane, President and Chief Executive Officer of Olin. “Huntsman has built an impressive portfolio of polyurethane systems, formulation

technologies and advanced materials serving technical, application-driven end markets. By integrating those capabilities with Olin’s

world-scale chemicals assets and operations and identified synergies and benefits, we will create an industry leader with greater flexibility

to serve customers across the value chain, generate stronger cash flow across the cycle and pursue opportunities that neither business

could fully capture on its own. I’m excited by the opportunity to lead OlinHuntsman and deliver long-term value for our shareholders,

customers, employees and communities.”

“As our industry continues to globalize,

we compete more today against countries, than companies, trade policies and global supply chains than ever before,” said Peter Huntsman,

Chairman, President and Chief Executive Officer of Huntsman. “The opportunities this merger creates enable us to generate greater

value for our shareholders, deliver exceptional service and products for our customers and provide greater stability and opportunities

for our associates. This merger of equals takes two great companies and creates a much stronger global leader.”

Strategic and Financial Rationale

· Creates a $12B+ North American Chemicals Leader.

Together Olin and Huntsman would have 2025 revenue of approximately $12.5 billion on a combined company basis. Complementary portfolios

and enhanced geographic footprint, including a significant presence in the U.S. Gulf Coast, will position OlinHuntsman to capitalize on

regional sector dynamics. This, along with its presence in Europe and Asia, will enable it to better serve customers across key markets.

Olin’s ammunition business, Winchester, will continue to operate as a key business within the combined company, growing its industry-leading

brand and deepening its long-term relationships with sporting, law enforcement and military customers.

· Vertical Integration Improves Cost Position.

The transaction will combine Olin’s manufacturing and feedstock capabilities, including chlorine and caustic soda, with Huntsman’s

downstream products and formulation expertise. This platform will enable OlinHuntsman to grow with customers at multiple points in the

value chain, utilize lower-cost producer economics to drive value globally and improve margins and cash flow through a more efficient

operating model.

· $400M+ Cost Synergies and Integration Benefits.

Olin and Huntsman have identified more than $300 million of cost synergies and integration benefits, with the vast majority realized within

24 months and all expected by the end of year three. These synergies will be driven by purchasing and raw material integration, optimization

of operations and SG&A savings. The companies have also identified an additional $100 million of raw material integration benefits

starting in 2031. In addition to the $400M+ synergies, OlinHuntsman expects to realize approximately $125 million of cash tax benefits

through the acceleration of Net Operating Losses.

· Enhanced Scale and Disciplined Capital Allocation

Drive Shareholder Value. The all-stock merger of equals structure will preserve balance sheet strength, and the combination is expected

to improve earnings and cash flow generation through the cycle. OlinHuntsman will prioritize disciplined capital allocation focused on

deploying maintenance capital to support safe and reliable operations, a stable dividend policy, near-term deleveraging and the deployment

of future excess cash toward shareholder returns and high-return organic and inorganic growth projects.

Leadership, Governance and Headquarters

The combined company will benefit from a highly

experienced management team and Board of Directors, drawing from both organizations. Upon closing of the transaction, current Olin President

and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive

Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman’s Board of Directors. Current Huntsman

Executive Vice President and Chief Financial Officer, Phil Lister, will serve as the Chief Financial Officer of the combined company.

OlinHuntsman’s Board of Directors will consist of ten members,

with equal representation from Olin and Huntsman, including Peter Huntsman and Ken Lane.

To underscore the commitment to deliver on the

identified synergies, Todd Slater, current Senior Vice President and Chief Financial Officer of Olin, will serve as Chief Integration

Officer of OlinHuntsman, reporting to the Chief Executive Officer. A Strategic Integration Committee of OlinHuntsman’s Board of

Directors will oversee the integration and synergy realization.

Upon closing of the transaction, OlinHuntsman will be headquartered

in The Woodlands, Texas.

Transaction Details

Under the terms of the agreement, Huntsman shareholders

will receive 0.5476 shares in Olin for every one (1) share of Huntsman. Upon completion of the transaction, Olin shareholders will

own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company.

Peter Huntsman further stated, “Ken and

I agreed to use an at-the-market exchange ratio using volume-weighted average prices over the trailing 30 days, measured as of the close

of June 12, 2026. This delivers a premium to Huntsman's shareholders relative to the historical averages while reflecting current

market conditions. It is also equitable for Olin's shareholders, smoothing out share price movements from last week’s trading. Looking

ahead, our shared focus is on capturing the significant long-term value this transaction creates for both sets of shareholders.”

The transaction has been unanimously approved

by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to the satisfaction of customary

closing conditions, including receipt of required regulatory approvals and the approval of Olin’s shareholders and Huntsman’s

shareholders.

Advisors

Lazard is serving as financial advisor to Olin, and Cravath, Swaine &

Moore LLP and Sidley Austin LLP are serving as legal counsel.

Citi and Morgan Stanley & Co. LLC are acting as financial

advisors to Huntsman and Kirkland & Ellis LLP is serving as legal counsel. David Fox & Co. LLC acted as advisor to Huntsman.

Conference Call and Additional Materials

Olin and Huntsman will host a joint investor conference call today

at 8:00 a.m. Eastern Time to discuss the transaction.

The conference call will be available via live webcast on the investor

relations section of each company’s website at www.olin.com/investors/investors-overview/ and www.huntsman.com/investors,

or directly at the following web address:

https://event.on24.com/wcc/r/5394127/E052E3C66157E626B1E63E314E310A1E.

Associated presentation materials will also be available for viewing

on the respective websites prior to the call.

The conference call can also be accessed by dialing:

Participant Toll-Free Number:

800-420-1459

Participant Direct/International Number:

203-518-9861

Conference ID:

OLNHUN

About Olin

Olin Corporation is a leading vertically integrated global manufacturer

and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and

caustic soda, vinyls, epoxies, chlorinated organics, bleach, hydrogen, and hydrochloric acid. Winchester's principal manufacturing facilities

produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components,

industrial cartridges, and clay targets.

Visit www.olin.com for more information on Olin Corporation.

About Huntsman

Huntsman Corporation is a publicly traded global manufacturer and

marketer of diversified chemical products with 2025 revenues of approximately $6 billion from our continuing operations. Our chemical

products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial

end markets. We operate more than 55 manufacturing, R&D and operations facilities in approximately 25 countries and employ approximately

6,000 associates within our continuing operations. For more information about Huntsman, please visit the company's website at www.huntsman.com.

Social Media:

X: www.x.com/Huntsman_Corp

Facebook: www.facebook.com/huntsmancorp

LinkedIn: www.linkedin.com/company/huntsman

Additional Information and Where to Find It

This communication may be deemed to be solicitation

material in respect of the proposed transaction between Olin Corporation (“Olin”) and Huntsman Corporation (“Huntsman”).

In connection with the proposed transaction, Olin and Huntsman intend to file relevant materials with the United States Securities and

Exchange Commission (the “SEC”), including, among other filings, an Olin registration statement on Form S-4 in connection

with the proposed issuance of shares of Olin’s common stock pursuant to the proposed transaction, which Form S-4 will include

a joint proxy statement/prospectus of Olin and Huntsman, which after the registration statement is declared effective by the SEC, will

be mailed to shareholders of Olin and stockholders of Huntsman seeking their approval of their respective transaction-related proposals.

INVESTORS AND STOCKHOLDERS OF OLIN AND HUNTSMAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY, INCLUDING

THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE

THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION.

This communication is not a substitute for the registration statement, the joint proxy statement/prospectus or any other document that

Olin or Huntsman may file with the SEC and send to their respective shareholders and stockholders in connection with the proposed transaction.

Investors and securityholders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus,

as each may be amended or supplemented from time to time, and other relevant documents filed with the SEC by Olin and Huntsman (when

they become available) from the SEC’s website at www.sec.gov, on Olin’s website at www.olin.com under the tab

“Investors” and under the heading “SEC Filings” and on Huntsman’s website at www.huntsman.com under

the tab “Investors” and under the heading “Financials” and subheading “SEC filings.”

Participants in the Solicitation

Olin, Huntsman, their respective directors, executive officers and

certain other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation

of proxies from Olin’s shareholders and Huntsman’s stockholders in connection with the proposed transaction. Information about

Olin’s directors and executive officers is set forth in Olin’s Proxy Statement on Schedule 14A for its 2026 Annual Meeting

of shareholders, which was filed with the SEC on March 20, 2026, its Annual Report on Form 10-K for the year ended December 31,

2025, which was filed with the SEC on February 20, 2026, its Current Report on Form 8-K, which was filed with the SEC on April 30,

2026, and subsequent statements of changes in beneficial ownership on file with the SEC, including the Initial Statements of Beneficial

Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5

on file with the SEC, including filings made on March 20,

2026, May 5, 2026,

May 5, 2026, May 5,

2026, May 5, 2026,

May 5, 2026, May 5,

2026, May 5, 2026,

May 5, 2026, May 19,

2026 and June 3,

2026. Information about Huntsman’s directors and executive officers is set forth in the Huntsman Proxy Statement on Schedule

14A for its 2026 Annual Meeting of stockholders, which was filed with the SEC on March 16, 2026, its Annual Report on Form 10-K

for the year ended December 31, 2025, which was filed with the SEC on February 18, 2026, its Current Report on Form 8-K,

which was filed with the SEC since May 1, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC,

including the Initial Statement of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements

of Beneficial Ownership on Form 5 on file with the SEC, including filings made on June 3,

2026.

Additional information concerning the interests of potential participants

in the solicitation of proxies in connection with the proposed transaction, which may, in some cases, be different than those of Olin’s

shareholders or Huntsman’s stockholders generally, will be set forth in the registration statement, the joint proxy statement/prospectus

and other relevant materials to be filed with the SEC relating to the proposed transaction. You may obtain these documents (when they

become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from the Olin or Huntsman websites

described above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any

securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent

document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities

Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements”.

These statements relate to analyses and other information that are based on management’s current beliefs, certain assumptions and

forecasts made by management, and current expectations, estimates and projections. Such forward-looking statements include statements

regarding the proposed combination between Olin and Huntsman, the future results of the combined company and the benefits anticipated

to be realized from the proposed combination, the impact of the proposed transaction on the combined company’s business, projections

as to the amount and timing of synergies and the closing date for the proposed transaction, and other uncertainties and contingencies

in connection with the foregoing. The statements contained in this communication that are not statements of historical facts may include

“forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995. We have used the words “anticipate,”

“intend,” “may,” “expect,” “believe,” “should,” “plan,” “outlook,”

“project,” “estimate,” “forecast,” “optimistic,” “target” and variations of

such words and similar expressions in this communication to identify such forward-looking statements.

The reader is cautioned not to rely on these forward-looking statements.

These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks

or uncertainties materialize, actual results could vary materially from these forward-looking statements. Risks and uncertainties include,

but are not limited to: (i) the risk that the proposed transaction may not achieve some or all of the anticipated benefits and that

the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise,

the required approvals of the proposed transaction by Olin’s shareholders or Huntsman’s stockholders; (iii) the possibility

that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the

failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions

placed on such approvals); (iv) the possibility that competing offers or acquisition proposals may be made; (v) the occurrence

of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction;

(vi) the effect of the announcement or pendency of the proposed transaction on Olin’s or Huntsman’s ability to attract,

motivate or retain key executives and associates, their ability to maintain relationships with customers, vendors, service providers and

others with whom they do business, or their operating results and business generally; (vii) risks related to the proposed transaction

diverting management’s attention from Olin’s and Huntsman’s ongoing business operations; (viii) the risk of stockholder

litigation in connection with the proposed transaction, including resulting expense or delay; (ix) business, industry and operational

risks applicable to Olin and/or Huntsman, including (a) sensitivity to economic, business and market conditions in the United States

and overseas, including economic instability or a downturn in the sectors served by Olin and/or Huntsman; (b) declines in average

selling prices for Olin’s and/or Huntsman’s products and the supply/demand balance for Olin’s and/or Huntsman’s