Form 8-K

8-K — Huntsman CORP

Accession: 0001104659-26-100848

Filed: 2026-08-25

Period: 2026-08-25

CIK: 0001307954

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623961d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2623961d1_ex99-1.htm)

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0001307954

2026-08-25

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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):

August 25, 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)

(I.R.S.

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:

¨ 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 ¨

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

5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed,

on June 15, 2026, Huntsman Corporation, a Delaware corporation (the “Company” or “Huntsman”),

entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Olin Corporation, a Virginia corporation

(“Olin”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First

Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second

Merger Sub”), providing for, on the terms and subject to the conditions included in the Merger Agreement, the merger of equals

business combination of Olin and Huntsman, either (a) through the merger of Huntsman with and into Olin, with Olin as the surviving

entity (the “Direct Merger”), or (b) through (i) the merger of First Merger Sub with and into Huntsman (the

“First Subsidiary Merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (the “Initial

Surviving Company”), and (ii) immediately following the First Subsidiary Merger, and as part of the same overall transaction

as the First Subsidiary Merger, the merger of the Initial Surviving Company with and into Second Merger Sub (the “Second Subsidiary

Merger” and, together with the First Subsidiary Merger, the “Subsidiary Merger”), with Second Merger Sub

surviving as a direct wholly owned subsidiary of Olin (we collectively refer to the Direct Merger and the Subsidiary Merger as the “Merger”).

On August 25, 2026,

the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in

the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 13,

2026, which was first mailed to the Company’s stockholders on or about July 13, 2026.

American Election Services,

LLC, the independent inspector of the elections (the “Inspector of Election”) for the Special Meeting, delivered its

final vote tabulation on August 25, 2026 that certified the final voting results for each of the matters that were submitted to

a vote at the Special Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

Each stockholder of record

was entitled to one vote per share of common stock on each proposal. As of the close of business on July 9, 2026, the record date

for the Special Meeting, there were 175,381,417 shares of common stock issued and outstanding and entitled to vote at the Special Meeting.

Present at the Special Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 133,710,141

votes, or 76.23% of the voting power entitled to vote at the Special Meeting as of the record date, constituting a quorum. The final

voting results with respect to each proposal are set out below:

1.            To

adopt the Merger Agreement providing for the business combination of Huntsman and Olin either through the Direct Merger or the Subsidiary

Merger and the other transactions contemplated thereby (the “Huntsman Merger Proposal”).

For

Against

Abstain

131,502,454

1,828,828

378,859

The stockholders voted to

approve the Huntsman Merger Proposal.

2.            To

approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Huntsman’s named executive officers

that is based on or otherwise relates to the Merger (the “Huntsman Advisory Compensation Proposal”).

For

Against

Abstain

117,592,172

15,456,713

661,256

The stockholders voted to

approve the Huntsman Advisory Compensation Proposal.

In connection with the Special

Meeting, the Company also solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later

date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there

were not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary

and such proposal was not submitted to the stockholders for approval at the Special Meeting.

Item 7.01 Regulation

FD Disclosure.

On August 25, 2026,

the Company and Olin issued a joint press release announcing the preliminary results of the Special Meeting and the preliminary results

of a special meeting of Olin’s shareholders also held on August 25, 2026. A copy of the joint press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

Based on the voting results

at the Special Meeting and at the special meeting of Olin shareholders, and assuming satisfaction of all other conditions to closing,

the parties will implement the business combination through the Direct Merger.

The information in this Item

7.01, including Exhibit 99.1, is being furnished to 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

of Exhibits

99.1

Joint

Press Release, dated August 25, 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

/s/

AMY K. SMEDLEY

Executive Vice President,

General Counsel and Secretary

Dated: August 25, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2623961d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

OLIN and HUNTSMAN Shareholders Approve

Transformative Merger of Equals

CLAYTON, Missouri,

and THE WOODLANDS, Texas -- August 25, 2026 -- Olin Corporation (NYSE: OLN) and Huntsman Corporation (NYSE: HUN) today announced

that their respective shareholders have approved the proposals necessary to complete the companies’ previously announced all-stock

merger of equals.

“We greatly

appreciate the strong support of Olin and Huntsman shareholders as we reach this important milestone,” said Ken Lane, President

and Chief Executive Officer of Olin. “OlinHuntsman Corporation will be a more value-focused chemicals company with a world-scale

vertically integrated platform that is better positioned to serve customers across the value chain and deliver resilient financial performance.

We are committed to completing the remaining steps to close the transaction, and to delivering long-term value for our shareholders,

customers, employees, and communities as one company.”

“OlinHuntsman

will be better positioned to compete in an increasingly global industry, delivering value, adding products and greater service for customers,”

said Peter Huntsman, Chairman, President and Chief Executive Officer of Huntsman. “We thank our shareholders for the overwhelming

support at the special meeting and look forward to completing this combination and getting to work building a global chemicals leader.”

Based on preliminary

voting results, at the special meeting of Olin shareholders held today, approximately 97% of the votes cast, representing 81% of all

outstanding shares, were voted in favor of the consummation of the transaction through a direct merger of Olin and Huntsman. At the special

meeting of Huntsman stockholders held today, approximately 99% of the votes cast, representing 75% of all outstanding shares,

were voted in favor of the merger based on preliminary voting results.

Based on these

preliminary voting results, subject to the satisfaction of other closing conditions, the transaction will proceed through a direct merger

of Olin and Huntsman.

The final voting

results are subject to certification by the companies’ respective independent inspectors of elections and will be reported in separate

Current Reports on Form 8-K filed by Olin and Huntsman with the U.S. Securities and Exchange Commission. The transaction is expected

to close in the first half of 2027 and remains subject to the receipt of required regulatory approvals and the satisfaction or waiver

of other customary closing conditions.

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

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

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); (iii) 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; (iv) 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; (v) risks related to the proposed transaction diverting management’s attention from Olin’s

and Huntsman’s ongoing business operations; (vi) the risk of litigation in connection with the proposed transaction, including

resulting expense or delay; (vii) 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 communication. 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 communication

are qualified in their entirety by this cautionary statement.

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Aug. 25, 2026

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dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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