HUN 10-K & 10-Q changes, risk factors and insider trading

Many of the tools and resources we integrate, or will integrate, into our business use some form of artificial intelligence, which has the potential to result in bias and other unintended consequences. Additionally, our use of artificial intelligence software may create additional risks related to the potential for intellectual property infringement or the unintentional disclosure of intellectual property and proprietary, confidential, personal or otherwise sensitive information.

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

For the year ended December 31, 2025, loss from continuing operations attributable to Huntsman Corporation was $275 million as compared with $162 million in the 2024 period. For the year ended December 31, 2025, loss from continuing operations attributable to Huntsman International was $273 million as compared with $160 million in the 2024 period. The increases noted above were the result of the following items:

The decrease in revenues in our Polyurethanes segment for 2025 compared to 2024 was primarily due to lower average selling prices, partially offset by higher sales volumes. MDI average selling prices decreased primarily due to less favorable supply and demand dynamics. Sales volumes increased primarily due to some improved demand and share gains in certain markets, partially offset by a decrease in volumes due to the scheduled turnaround at our Rotterdam, the Netherlands manufacturing facility during the second quarter of 2025. The decrease in segment adjusted EBITDA was primarily due to lower MDI margins and lower equity earnings from our minority-owned joint venture in China, partially offset by lower raw materials costs and cost savings achieved from our cost optimization program.

The decrease in revenues in our Performance Products segment for 2025 compared to 2024 was primarily due to lower sales volumes and slightly lower average selling prices. Sales volumes decreased primarily due to discontinuing operations at our Moers, Germany maleic anhydride facility. Average selling prices decreased slightly primarily due to softer market conditions, partially offset by favorable mix. The decrease in segment adjusted EBITDA was primarily due to lower sales volumes and an unfavorable impact from inventory reductions, partially offset by lower variable direct costs and lower fixed costs.

The decrease in revenues in our Advanced Materials segment for 2025 compared to 2024 was primarily due to lower sales volumes and a slight decrease in average selling prices. Sales volumes decreased primarily in our infrastructure coatings market. The slight decrease in average selling prices was primarily due to unfavorable sales mix. The decrease in segment adjusted EBITDA was primarily due to the decrease in sales volumes and unfavorable sales mix.

Cash Flows For Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Net cash provided by operating activities from continuing operations for 2025 and 2024 was $298 million and $285 million, respectively. The increase in net cash provided by operating activities from continuing operations during 2025 compared with 2024 was primarily attributable to a net cash inflow of $168 million related to changes in operating assets and liabilities for 2025 as compared with 2024, mostly offset by a decrease of $84 million in dividends received from unconsolidated subsidiaries and a decrease of $71 million in operating loss from continuing operations adjusted for noncash activities as noted in our consolidated statements of cash flows.

Net cash used in investing activities from continuing operations for 2025 and 2024 was $132 million and $126 million, respectively. During 2025 and 2024, we paid $173 million and $184 million, respectively, for capital expenditures. During 2025, we received a $41 million final liquidating distribution from SLIC, and during 2024, we received approximately $30 million as an interim liquidating distribution from SLIC. See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our consolidated financial statements. During 2024, we received $11 million related to the sale of assets, and we received $16 million for the sale of businesses, net, primarily related to the resolution of net working capital of $12 million from the sale of our Textile Effects Business. See “Note 4. Discontinued Operations—Sale of Textile Effects Business” to our consolidated financial statements.

Net cash used in financing activities for 2025 and 2024 was $76 million and $326 million, respectively. During 2025 and 2024, we had net borrowings (repayments) of $460 million and $(169) million, respectively, from our 2022 $1.2 billion senior unsecured revolving credit facility (“2022 Revolving Credit Facility”) and our U.S. accounts receivable securitization program (“U.S. 2025 A/R Program”) and European accounts receivable securitization program (“EU A/R Program” and collectively with the U.S. A/R Program, “A/R Programs”). During 2025, we paid approximately $315 million to satisfy and discharge our obligations under our 4.25% senior notes due April 2025 (“2025 Senior Notes”). During 2024, we received proceeds of approximately $350 million related to the issuance of our 5.70% senior notes due 2034 (“2034 Senior Notes”). See “Note 15. Debt—Direct and Subsidiary Debt—Senior Notes” to our consolidated financial statements. During 2024, HPS paid approximately $218 million against the note payable with SLIC for the acquisition of assets. “See “Note 3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture” to our consolidated financial statements.

Free cash flow from continuing operations for 2025 and 2024 were proceeds of cash of $125 million and $101 million, respectively. The improvement in free cash flow from continuing operations during 2025 as compared with 2024 was attributable to an increase in cash provided by operating activities from continuing operations and a decrease in cash used for capital expenditures.

We depend upon our cash, our revolving credit facility, our A/R Programs and other debt instruments to provide liquidity for our operations and working capital needs. As of December 31, 2025, we had $1,323 million of combined cash and unused borrowing capacity, consisting of $429 million in cash, $854 million in availability under our 2022 Revolving Credit Facility and $40 million in availability under our A/R Programs. Our liquidity can be significantly impacted by various factors. The following matters are expected to have a significant impact on our liquidity:

Risks Related to the Merger

The number of shares of Olin common stock issuable in the merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of Olin common stock may fluctuate, our stockholders cannot be sure of the market value of the merger consideration they will receive in exchange for their shares in connection with the merger.

At the time the merger is completed, each issued and outstanding eligible share of our common stock will be converted into the right to receive the merger consideration, which consists of 0.5476 shares of Olin common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either our common stock or Olin common stock prior to the closing of the merger. Accordingly, the market value of the merger consideration that our stockholders will receive in the merger will vary based on the price of Olin common stock at the time our stockholders receive the merger consideration, and, accordingly, our stockholders cannot be sure of the market value of the merger consideration they will receive upon the closing of the merger. The market price of Olin common stock has fluctuated since the date on which we announced that we had entered into the merger agreement and will continue to fluctuate from the date hereof through the date the merger is completed, which could occur a considerable amount of time after the date hereof. Changes in the price of Olin common stock may result from a variety of factors, including general market and economic conditions, changes in our and Olin’s businesses, operations and prospects, changes in market assessments of the likelihood that the merger will be completed or the value that may be generated by the merger, changes with respect to expectations regarding the timing of the merger and regulatory considerations. Many of these factors are beyond our and Olin’s control.

Failure to complete the merger, or a delay in the closing of the merger, could negatively impact our business, results of operations, financial condition and stock price.

The merger agreement is subject to a number of conditions that must be fulfilled to complete the merger. Those conditions include, among others, the approval by Olin shareholders of the Olin direct merger proposal or the Olin subsidiary merger proposal and approval by our stockholders of the Huntsman merger proposal and certain regulatory approvals. A number of the conditions are not within our control and may prevent, delay or otherwise materially adversely affect the closing of the merger. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and cannot assure you that we will be able to timely complete the merger as currently contemplated under the merger agreement or at all. Our business, results of operations, financial condition or stock price could be adversely affected, potentially in a material way, by the failure to complete the merger, or by a delay in the closing of the merger, and we may suffer consequences that could adversely affect our business, results of operations, financial condition and stock price, including the following:

In addition to the above risks, if the merger agreement is terminated under specified circumstances, we may be required to pay Olin a termination fee of $121 million or reimburse certain of Olin’s expenses in an amount not to exceed $30 million.

Uncertainties associated with the merger may cause a loss of our management personnel and other key employees, which could adversely affect the future business and operations of the combined company following the merger.

We depend on the experience and industry knowledge of our management personnel and other key employees to execute our business plans. The success of the combined company after the merger will depend in part on its ability to retain or attract key management personnel and other key employees. During the pendency or following the closing of the merger, our current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and closing of the merger or the operations of the combined company, any of which may have an adverse effect on our ability to retain, attract or motivate key management and other key personnel. If we are unable to retain or motivate personnel, including key management personnel, who are critical to the future operations of the combined company, then we or the combined company could face disruptions in our operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment, training and retention costs. In addition, the loss of our key personnel could diminish the anticipated benefits of the merger. No assurance can be given that the combined company will be able to retain or attract our key management personnel and other key employees to the same extent that we had previously been able to retain or attract our own employees.

Current holders of our common stock will have reduced ownership in the combined company and less influence over management.

Based on the number of issued and outstanding shares of our common stock as of July 9, 2026, Olin anticipates issuing up to approximately 96,038,864 shares of Olin common stock pursuant to the merger agreement. The actual number of shares of Olin common stock to be issued pursuant to the merger agreement will be determined at the closing of the merger based on the number of shares of our common stock outstanding immediately prior to the merger. The issuance of these new shares could have the effect of depressing the market price of Olin common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Olin’s earnings per share could cause the price of Olin common stock to decline or increase at a reduced rate.

Immediately after the closing of the merger, it is expected that Olin shareholders as of immediately prior to the merger will own approximately 54.5%, and our stockholders as of immediately prior to the merger will own approximately 45.5%, of the issued and outstanding shares of the combined company’s common stock, in each case calculated based on the fully diluted market capitalizations of us and Olin as of the date of signing of the merger agreement. As a result, current holders of our common stock will have less influence on the management and policies of the combined company than they currently have on our management and policies.

Litigation relating to the merger, if any, could result in an injunction preventing the closing of the merger and/or substantial costs to us.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Lawsuits that may be brought against us, Olin or our respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the consummation of the merger is the absence of any law or judgment from a governmental authority that enjoins or otherwise prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe, or at all, which may adversely affect our business, financial condition, cash flows or results of operations. In addition, either we or Olin may terminate the merger agreement if any legal restraint that enjoins or otherwise prohibits closing of the merger has become final and non-appealable; provided that if the imposition of such legal restraint is the proximate result of a breach of the merger agreement, then this termination right is not available to such breaching party. There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect our business, financial condition, cash flows or results of operations.

The merger agreement limits our ability to pursue alternatives to the merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay Olin a termination fee or reimburse Olin for certain of its expenses.

The merger agreement contains provisions that may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of us from considering or submitting to us a competing proposal that might result in greater value to our stockholders than the merger, or may result in a potential competing acquirer of us, proposing to pay a lower price per share to acquire us, than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our board, as the case may be, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction. Furthermore, even if our board withdraws, qualifies or modifies its recommendation with respect to the Huntsman merger proposal, unless the merger agreement has been terminated in accordance with its terms, we will still be required to submit the Huntsman merger proposal to a vote by our stockholders. The merger agreement further provides that under specified circumstances, including after a change of recommendation by our board of directors and a subsequent termination of the merger agreement by Olin in accordance with its terms, we may be required to pay Olin a cash termination fee of $121 million. Moreover, under specified circumstances, we may be required to reimburse Olin for certain of its expenses in an amount not to exceed $30 million.

The need for regulatory approvals may delay the closing date or may diminish the benefits of the merger.

The parties to the merger agreement are required to obtain the approvals of certain regulatory agencies before completing the merger. Satisfying any requirements of these regulatory agencies may delay the closing date of the merger. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the merger could not be completed), or may contain conditions or restrictions on closing of the merger that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the merger, which might have an adverse effect on the combined company following the merger. Further, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the merger to the combined company or otherwise have an adverse effect on the combined company following the merger.

In addition, closing of the merger is conditioned on the approval by the New York Stock Exchange of the listing of the shares of Olin common stock to be issued in the merger, subject to official notice of issuance. Although Olin has agreed to take all actions reasonably necessary to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained.

If the merger is completed, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the merger, which could adversely affect the value of the Olin common stock received by our stockholders in connection with the merger.

The success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and cost savings from combining our and Olin’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Risks that may be associated with the combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee and customer retention and increased indebtedness.

There can be no assurance that the merger will qualify as a reorganization for U.S. federal income tax purposes.

The parties intend that the merger qualify as a reorganization within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986 (the “Code”). Assuming, as the parties intend, that the merger is treated as a reorganization for U.S. federal income tax purposes, a U.S. holder of our common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Olin common stock.

Notwithstanding the above, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, that the merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder of our common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of our common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable.

Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025

For the six months ended June 30, 2026, loss from continuing operations attributable to Huntsman Corporation was $56 million, an improvement of $107 million from $163 million in the 2025 period. For the six months ended June 30, 2026, loss from continuing operations attributable to Huntsman International was $54 million, an improvement of $107 million from $161 million in the 2025 period. The improvements noted above were the result of the following items:

Segment Analysis

NM—Not meaningful

The increase in revenues in our Polyurethanes segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. MDI average selling prices increased across all three regions due to improved supply and demand dynamics. MDI sales volumes increased in the Americas and Europe regions. The increase in segment adjusted EBITDA was primarily due to higher average selling prices, higher sales volumes, higher equity earnings from our minority-owned joint venture in China and cost savings achieved from our cost optimization program, partially offset by higher raw materials costs.

The decrease in revenues in our Performance Products segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to lower sales volumes. Sales volumes decreased primarily due to the closure of our Moers, Germany maleic anhydride facility in the second quarter of 2025 and lower demand. Average selling prices remained relatively flat. The slight increase in segment adjusted EBITDA was primarily due to lower fixed costs achieved from our cost optimization program, partially offset by lower sales volumes and higher raw materials costs.

The increase in revenues in our Advanced Materials segment for the six months ended June 30, 2026 compared to the same period of 2025 was primarily due to higher average selling prices and higher sales volumes. Average selling prices increased primarily due to favorable sales mix and the positive impact of major foreign currency exchange rate movements against the U.S. dollar. Sales volumes increased primarily in our aerospace, power and automotive markets. The increase in segment adjusted EBITDA was primarily due to higher margins and higher sales volumes.