{"url_path":"/sec/hun/8-k/2026-06-16/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 ****Regulation FD Disclosure**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1307954/0001104659-26-074266-index.html","accession_number":"0001104659-26-074266","cik":"0001307954","ticker":"HUN","issuer_name":"Huntsman CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1307954/0001104659-26-074266-index.html","primary_entity_key":"0001307954","primary_entity_name":"Huntsman CORP"},"word_count":2393,"has_tables":true,"body_markdown":"**Item 7.01****Regulation FD Disclosure**\n\n \n\nOn\nJune 16, 2026, Huntsman Corporation, a Delaware corporation (“Huntsman”), and Olin Corporation, a Virginia\ncorporation (“Olin”), issued a joint press release to announce the proposed combination of Olin and Huntsman in an\nall-stock merger of equals transaction pursuant to an Agreement and Plan of Merger entered into on June 15, 2026. A copy of the press\nrelease is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally,\non June 16, 2026, Huntsman and Olin issued a joint investor presentation, a copy of which is attached hereto as Exhibit 99.2\nto this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe\ninformation in this Item 7.01, including Exhibits 99.1 and 99.2, is being “furnished” to the U.S. Securities and Exchange\nCommission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities\nExchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and\nshall not be deemed to be incorporated by reference into any filing made by Huntsman under the Securities Act of 1933, as amended, or\nthe Exchange Act, except as shall be expressly set forth by a specific reference in such filing.\n\n \n\n**Additional Information and Where to Find\nIt**\n\n \n\nThis\nCurrent Report on Form 8-K may be deemed to be solicitation material in respect of the proposed transaction between Olin and Huntsman.\nIn connection with the proposed transaction, Olin and Huntsman intend to file relevant materials with the SEC, including, among other\nfilings, an Olin registration statement on Form S-4 in connection with the proposed issuance of shares of Olin’s common stock\npursuant to the proposed transaction, which Form S-4 will include a joint proxy statement/prospectus of Olin and Huntsman, which\nafter the registration statement is declared effective by the SEC, will be mailed to shareholders of Olin and stockholders of Huntsman\nseeking their approval of their respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF OLIN AND HUNTSMAN ARE URGED TO\nREAD ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS,\nAS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED\nTRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This Current Report on Form 8-K is not a substitute for\nthe registration statement, the joint proxy statement/prospectus or any other document that Olin or Huntsman may file with the SEC and\nsend to their respective shareholders and stockholders in connection with the proposed transaction. Investors and securityholders will\nbe able to obtain free copies of the registration statement and the joint proxy statement/prospectus, as each may be amended or supplemented\nfrom time to time, and other relevant documents filed with the SEC by Olin and Huntsman (when they become available) from the SEC’s\nwebsite at www.sec.gov, on Olin’s website at www.olin.com under the tab “Investors” and under\nthe heading “SEC Filings” and on Huntsman’s website at www.huntsman.com under the tab “Investors”\nand under the heading “Financials” and subheading “SEC filings.”\n\n \n\n \n\n \n\n \n\n**Participants in the Solicitation**\n\n \n\nOlin,\nHuntsman, their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be\ndeemed to be “participants” in the solicitation of proxies from Olin’s shareholders and Huntsman’s stockholders\nin connection with the proposed transaction. Information about Olin’s directors and executive officers is set forth in Olin’s\nProxy Statement on Schedule 14A for its 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, its\nAnnual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, its\nCurrent Report on Form 8-K, which was filed with the SEC on April 30, 2026, and subsequent statements of changes in beneficial\nownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership\non Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on [March 20,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000178227626000006/xslF345X06/wk-form4_1774016651.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000206671426000004/xslF345X06/wk-form4_1777993329.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000135964726000002/xslF345X06/wk-form4_1778002537.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000178050526000002/xslF345X06/wk-form4_1778002757.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000188750326000002/xslF345X06/wk-form4_1778003182.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000139821326000004/xslF345X06/wk-form4_1778004856.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000172112326000002/xslF345X06/wk-form4_1778007030.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000199631226000002/xslF345X06/wk-form4_1778007826.xml), [May 5,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000147260026000002/xslF345X06/wk-form4_1778008955.xml), [May 19,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000202224126000006/xslF345X06/wk-form4_1779204546.xml) and [June 3,\n2026](https://www.sec.gov/Archives/edgar/data/74303/000202224126000008/xslF345X06/wk-form4_1780501571.xml). Information about Huntsman’s directors and executive officers is set forth in the Huntsman Proxy Statement on Schedule\n14A for its 2026 Annual Meeting of stockholders, which was filed with the SEC on March 16, 2026, its Annual Report on Form 10-K\nfor the year ended December 31, 2025, which was filed with the SEC on February 18, 2026, its Current Report on Form 8-K,\nwhich was filed with the SEC since May 1, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC,\nincluding the Initial Statement of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements\nof Beneficial Ownership on Form 5 on file with the SEC, including filings made on [June 3,\n2026](https://www.sec.gov/Archives/edgar/data/1307954/000121465926007119/xslF345X06/marketforms-73345.xml).\n\n \n\nAdditional information concerning\nthe interests of potential participants in the solicitation of proxies in connection with the proposed transaction, which may, in some\ncases, be different than those of Olin’s shareholders or Huntsman’s stockholders generally, will be set forth in the registration\nstatement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the proposed transaction.\nYou may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov\nand from the Olin or Huntsman websites described above.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any\nsecurities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent\ndocument. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities\nAct of 1933, as amended.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis Current Report on Form 8-K\ncontains “forward-looking statements”. These statements relate to analyses and other information that are based on management’s\ncurrent beliefs, certain assumptions and forecasts made by management, and current expectations, estimates and projections. Such forward-looking\nstatements include statements regarding the proposed combination between Olin and Huntsman, the future results of the combined company\nand the benefits anticipated to be realized from the proposed combination, the impact of the proposed transaction on the combined company’s\nbusiness, projections as to the amount and timing of synergies and the closing date for the proposed transaction, and other uncertainties\nand contingencies in connection with the foregoing. The statements contained in this Current Report on Form 8-K that are not statements\nof historical facts may include “forward looking statements” as defined in the Private Securities Litigation Reform Act of\n1995. We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,”\n“should,” “plan,” “outlook,” “project,” “estimate,” “forecast,”\n“optimistic,” “target” and variations of such words and similar expressions in this Current Report on Form 8-K\nto identify such forward-looking statements.\n\n \n\n \n\n \n\n \n\nThe reader is cautioned not\nto rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions\nprove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from these forward-looking\nstatements. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not achieve some\nor all of the anticipated benefits and that the proposed transaction may not be completed in a timely manner or at all; (ii) the\nfailure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by Olin’s shareholders or\nHuntsman’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed\ntransaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental\nentities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or\nacquisition proposals may be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination\nof the merger agreement relating to the proposed transaction; (vi) the effect of the announcement or pendency of the proposed transaction\non Olin’s or Huntsman’s ability to attract, motivate or retain key executives and associates, their ability to maintain relationships\nwith customers, vendors, service providers and others with whom they do business, or their operating results and business generally; (vii) risks\nrelated to the proposed transaction diverting management’s attention from Olin’s and Huntsman’s ongoing business operations;\n(viii) the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; (ix) business,\nindustry and operational risks applicable to Olin and/or Huntsman, including (a) sensitivity to economic, business and market conditions\nin the United States and overseas, including economic instability or a downturn in the sectors served by Olin and/or Huntsman; (b) declines\nin average selling prices for Olin’s and/or Huntsman’s products and the supply/demand balance for Olin’s and/or Huntsman’s\nproducts, including the impact of excess industry capacity; (c) unsuccessful execution of Olin’s and/or Huntsman’s operating\nmodels; (d) failure to control costs and inflation impacts or failure to achieve targeted cost reductions; (e) availability\nof and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics; (f) Olin’s and/or Huntsman’s\nreliance on a limited number of suppliers for specified feedstock and services and their reliance on third-party transportation; (g) the\noccurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production\nhazards; (h) exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather\nevents; (i) the failure or an interruption, including cyber-attacks, of Olin’s and/or Huntsman’s information technology\nsystems, including risks from the rapid evolution and increased adoption of artificial intelligence technologies that may intensify cybersecurity\nrisks and enable new or augment existing attack techniques and the potential for intellectual property infringement or unintentional disclosure\nof proprietary or confidential information through artificial intelligence tools; (j) risks associated with Olin’s and/or Huntsman’s\ninternational sales and operations, including economic, political or regulatory changes; (k) weak industry conditions affecting Olin’s\nand/or Huntsman’s ability to comply with the financial maintenance covenants in its debt agreements; (l) Olin’s and/or\nHuntsman’s indebtedness and debt service obligations; (m) failure to identify, attract, develop, retain and motivate qualified\nemployees throughout the respective organizations and ability to manage executive officer and other key senior management transitions;\n(n) adverse conditions in the credit and capital markets, limiting or preventing Olin’s and/or Huntsman’s ability to\nborrow or raise capital; (o) Olin’s and/or Huntsman’s inability to complete future acquisitions or joint venture transactions\nor successfully integrate them into the business; (p) the effects of any declines in global equity markets on asset values and any\ndeclines in interest rates or other significant assumptions used to value the liabilities in, and funding of, Olin’s and/or Huntsman’s\npension plans; (q) Olin’s and/or Huntsman’s long-range plan assumptions not being realized, causing a non-cash impairment\ncharge of long-lived assets; (r) exposure to risks associated with the creditworthiness of Olin’s and/or Huntsman’s key\nsuppliers, customers and business partners and reductions in demand for their customers’ products; (s) failure to develop new\nproducts, processes or applications, or failure to keep pace with evolving technological innovations in end-use markets; (t) inability\nto protect patents and trade secrets or enforce intellectual property rights, particularly in countries where effective intellectual property\nlaws and judicial systems may be unavailable; (u) conflicts, military actions, terrorist attacks, political events, public health\ncrises and general instability, along with increased security regulations, that could adversely affect Olin and/or Huntsman’s business;\nand (v) legal, environmental and regulatory risks, including (a) changes in, or failure to comply with, legislation or government\nregulations or policies, including changes regarding Olin’s and/or Huntsman’s ability to manufacture or use certain products\nand changes within the international markets in which Olin and/or Huntsman operate; (b) new regulations or public policy changes\nregarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; (c) unexpected outcomes\nfrom legal or regulatory claims and proceedings; (d) costs and other expenditures in excess of those projected for environmental\ninvestigation and remediation or other legal proceedings; (e) various risks associated with Olin’s Lake City U.S. Army Ammunition\nPlant contract and performance under other governmental contracts and (f) compliance with data privacy regulations, including the\nGeneral Data Protection Regulation (GDPR) and other applicable data privacy laws, which could result in substantial fines, penalties and\nlegal liability.\n\n \n\n \n\n \n\n \n\nAll\nof Olin’s and Huntsman’s forward-looking statements should be considered in light of these factors. In addition, other risks\nand uncertainties not presently known to Olin or Huntsman or that Olin or Huntsman consider immaterial could affect the accuracy of the\nforward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions,\nwhich are difficult to predict and many of which are beyond the control of Olin and/or Huntsman. Therefore, actual outcomes and results\nmay differ materially from those matters expressed or implied in such forward-looking statements. A further list and descriptions of\nthese risks, uncertainties, and other factors can be found in Olin’s filings with the SEC, including its most recent Annual Report\non Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the website maintained by the SEC\nat http://www.sec.gov, https://olin.com or on request from Olin and in Huntsman’s filings with the SEC, including\nits most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the\nwebsite maintained by the SEC at http://www.sec.gov, https://www.huntsman.com or on request from Huntsman. Any forward-looking\nstatement made in this release speaks only as of the date of this Current Report on Form 8-K. Neither Olin nor Huntsman undertake\nany obligation to update publicly any forward-looking statements, or any other information in this release whether as a result of future\nevents, new information or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking\nstatements in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement."}