UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 30, 2025

Huntsman Corporation

(Exact name of registrant as specified in its charter)

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities Registered pursuant to Section 12(b) of the Act:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Approval of Huntsman Corporation 2025 Stock Incentive Plan

As described in Item 5.07 below, on April 30, 2025 at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Huntsman Corporation (the “Company”), the Company’s stockholders approved the Huntsman Corporation 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”) in order to, among other items, reserve 4,650,000 shares of the Company’s common stock for issuance under the plan.

A summary of the 2025 Stock Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2025 (the “Proxy Statement”). That summary and the above description of the 2025 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the 2025 Stock Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on April 30, 2025.

(b) The Company’s stockholders voted on the following four proposals (each described in detail in the Proxy Statement) at the Annual Meeting.

(c) American Election Services, LLC, the independent inspector of the elections (the “Inspector of Election”) for the Annual Meeting, delivered its final vote tabulation on April 30, 2025 that certified the final voting results for each of the matters that were submitted to a vote at the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

(d) Each stockholder of record was entitled to one vote per share of common stock on each proposal. On March 7, 2025, the record date for the Annual Meeting (the “Record Date”), there were 173,747,479 shares of common stock outstanding. Present at the Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 149,972,882 votes, or 86.31% of the voting power entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.

The stockholders voted to re-elect each of the Company’s director nominees to serve until the Company’s 2026 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.

The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

The stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025.

The stockholders voted to approve the 2025 Stock Incentive Plan.

Item 9.01. Financial Statements and Exhibits.

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.

Dated: May 2, 2025