HUN

Huntsman Corporation (HUN) - Form 8-K Summary

Business Context and Reporting Period

Date of Report: June 15, 2026
Company: Huntsman Corporation (Delaware)
Event: Entry into a Material Definitive Agreement (Merger Agreement) with Olin Corporation.

Huntsman Corporation has entered into an Agreement and Plan of Merger to combine with Olin Corporation in an all-stock "merger of equals" transaction. The combined entity will be named "Olin Huntsman Corporation" and headquartered in The Woodlands, Texas.

Key Financial Metrics and Transaction Terms

Merger Consideration: Each share of Huntsman Common Stock will be converted into the right to receive 0.5476 shares of Olin Common Stock (the "Exchange Ratio").
Transaction Structure: The deal may proceed via a "Direct Merger" (Huntsman merges into Olin) or "Subsidiary Mergers" (Huntsman merges into a subsidiary of Olin), depending on shareholder approval thresholds.
Termination Fees:

• Standard Fee: $121,000,000 payable if the agreement is terminated due to a change in recommendation, failure to obtain shareholder approval, material breach, or failure to close by the Outside Date, provided an alternative transaction is consummated within 12 months.
• Expense Reimbursement: Up to $30,000,000 in reasonable out-of-pocket fees and expenses if terminated due to failure to obtain requisite shareholder approval (where the standard fee is not payable).

Financial Data: This filing does not provide specific revenue, profit, cash flow, or debt metrics for Huntsman or Olin. Investors should refer to the most recent 10-K and 10-Q filings for historical financial data.

Material Changes and Governance

Board Composition: The Combined Company's board will consist of 10 members:

• 4 directors from Olin's current board.
• 4 directors from Huntsman's current board.
• 2 CEOs: Kenneth Lane (Olin) and Peter Huntsman (Huntsman).

Executive Leadership:

• CEO: Kenneth Lane (Olin).
• Non-Executive Chair: Peter Huntsman (Huntsman).
• CFO: Phil Lister (Huntsman).
• Chief Integration Officer: Todd Slater (Olin).

Equity Awards: Outstanding Huntsman stock options and equity awards will convert into Olin awards based on the Exchange Ratio. Olin performance-vesting restricted stock units will convert to time-vesting units with performance deemed achieved at target level.

Guidance, Outlook, and Risks

Conditions to Closing: The transaction is subject to:

• Shareholder approval from both Huntsman and Olin.
• Regulatory approvals (including HSR Act and foreign antitrust laws).
• Effectiveness of a Form S-4 registration statement.
• Absence of legal restraints.

Outlook: Management anticipates financial benefits, including capital structure efficiency if the Direct Merger is utilized, allowing Huntsman's attractively priced long-term debt to remain in place. Synergies and closing dates are subject to forward-looking uncertainties.

Risks and Contingencies:

• Failure to obtain required shareholder or regulatory approvals.
• Competing offers or acquisition proposals.
• Operational disruptions, including management distraction and retention of key personnel.
• Market and industry risks (raw material costs, demand fluctuations, geopolitical instability).
• Integration risks and failure to achieve anticipated synergies.

Investor Verification Checklist

• Exchange Ratio: Verify the final exchange ratio of 0.5476 Olin shares per Huntsman share and the resulting implied valuation.
• Shareholder Approval: Monitor the outcome of the Olin and Huntsman shareholder meetings, noting the different approval thresholds for the Direct Merger (>2/3 vote) versus Subsidiary Mergers (majority vote).
• Regulatory Status: Track the status of antitrust reviews and the effectiveness of the Form S-4 registration statement.
• Termination Triggers: Review the specific conditions under which the $121 million termination fee or $30 million expense reimbursement would be triggered.
• Debt Structure: Confirm whether the Direct Merger or Subsidiary Mergers structure is finalized, as this impacts the retention of Huntsman's existing debt.