Huntsman CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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HUNTSMAN CORPORATION

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-12

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LETTER FROM OUR CEO AND CHAIRMAN

AND OUR LEAD INDEPENDENT DIRECTOR

AND NON-EXECUTIVE VICE CHAIR

On behalf of the Huntsman Corporation Board of Directors, we are pleased to invite you to attend the 2026 Annual Meeting of Stockholders, which will be held virtually on Wednesday, April 29, 2026, at 8:00 a.m. Central Time.

Together, as your CEO and Chairman and your Lead Independent Director and Non-Executive Vice Chair, it is our privilege to update you on the progress the Company has made over the past year. 2025 was a challenging year. We saw troubling signs in early 2025 that the North American housing and durable goods markets were going to languish more than we expected, which required our Company to quickly pivot our initial operating plans for the year. We took quick and decisive decisions to focus on working capital, managing inventories, and capital expenditures. These conditions rippled across Europe and Asia where we again took early decisions to counter these conditions. We also accelerated our restructuring and asset rationalization through 2025 to help offset the difficult environment. By year end, we generated one of the highest free cash flows to EBITDA conversion amongst our peer group. We are confident that the actions taken in 2025 will position Huntsman for success as market conditions improve.

Cash generation and cost control were among our top priorities during 2025. We delivered strong cash performance, generating approximately $298 million of cash flow from operations and $125 million of free cash flow 1 through disciplined working capital management and decisive actions to generate cash as we recognized the challenging market landscape. We also made a tremendous effort to control our costs and improve the competitiveness of our businesses. In 2025, we executed cost realignment and restructuring initiatives, achieving approximately $100 million of annualized run rate savings through multiple programs and site consolidations.

We remain focused on returning value to our stockholders and creating value through disciplined investments. In 2025, we distributed approximately $146 million in dividends to stockholders. Our Board made the difficult decision after much deliberation to reduce the dividend in the third quarter of 2025 to allow us to preserve our balance sheet through an extended cyclical trough, while continuing to return value to our stockholders. We are proud to say that the dividend paid in the fourth quarter of 2025 marked the 76 th consecutive quarterly dividend the Company has made to our stockholders. We also completed previously announced investments in our Performance Products business, catalysts for polyurethane insulation and high value performance amines used in the semiconductor industry. As market demand recovers, we expect to realize benefits from the growth capital investments we completed in 2025 and we will continue to focus on what we can control and where we can create value.

For over 50 years, our employees have been using science and ingenuity to create innovations that play a critical role in the everyday lives of millions of people. Our Company and employees are united around a common goal: enriching lives through innovation. In 2025, we continued our pursuit of this goal by investing in our people and our culture through career development programs and a culture of continuous improvement. We also furthered the Company’s strong philanthropic ideals through contributions to causes around the world to make a difference in the communities in which we live and operate. Huntsman continues to embrace the entrepreneurial spirit of our founder, Jon M. Huntsman, and his core values of honesty, integrity, respect and responsibility.

Another cornerstone of our culture is safety. We are proud of the recognition and awards the Company has received for safety across the industry and throughout the world. We continue to invest and have seen continuous improvements in both personal and process safety performance since 2019. In 2025, we reaffirmed our commitment to Zero Harm with a campaign designed to bring awareness to our global safety culture program, reinforcing the Company’s commitment to safety, health and environmental responsibility.

Lastly, after more than 15 years of distinguished service on our Board, Dr. Mary C. Beckerle has decided to retire from our Board and will not stand for re-election at the Annual Meeting. Throughout her tenure on the Board, Dr. Beckerle has provided invaluable

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Free cash flow is a non-GAAP financial measure. See Appendix A for additional information regarding free cash flow and a reconciliation to operating cash from continuing operations.

​ guidance, strategic insight and steadfast commitment to the Company’s mission and values. The Board and management extend their deepest gratitude to Dr. Beckerle for her exceptional contributions and leadership and wish her continued success in her future endeavors.

In my capacity as Lead Independent Director and Non-Executive Vice Chair of the Board, I am honored to represent the independent members of the Board of Directors. Our Board of Directors is comprised of esteemed leaders who have earned a reputation for their business tenacity, deep wisdom and integrity. Our Board takes its responsibility to our stockholders seriously. Our independent Directors regularly engage with management to ensure effective oversight of risks and the advancement of the long-term strategic priorities—innovating, driving commercial excellence, and optimizing our portfolio for growth. With each of their backgrounds and their demonstrated skills and expertise, the members of our Board bring a unique and effective mix of industry knowledge, business and financial acumen, risk oversight and fresh perspectives to the boardroom, and I am confident in the ability of our Board to oversee management to develop and execute the Company's long-term strategic plans.

While 2025 continued to present challenges for the chemical industry as a whole, the Board appreciates management’s intense monitoring of external events, and their proactive and meaningful actions to advance operations and drive innovation. We are optimistic about the Company’s future and remain focused on delivering long-term value to you, our stockholders. On behalf of Huntsman’s Board of Directors and management team, thank you for your investment and continued confidence in our Company.

Sincerely,

Who We Are

Huntsman Corporation is a global manufacturer of diversified organic chemical products serving industrial and building product manufacturers worldwide. We operate through three segments—Polyurethanes, Performance Products, and Advanced Materials—​and market chemical products and formulations used across construction, automotive, aerospace, coatings, adhesives, electronics, insulation, and consumer end markets. Founded in 1970 by Jon M. Huntsman, Huntsman has evolved into a focused portfolio of chemical businesses with an emphasis on differentiated products that help conserve energy.

Wednesday, April 29, 2026, 8:00 a.m. Central Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/HUN2026

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To The Stockholders Of Huntsman Corporation:

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We are holding the 2026 Annual Meeting of Stockholders (including any postponements, adjournments or continuations thereof, the “Annual Meeting”) for the following purposes:

To elect as directors nine nominees to serve until the 2027 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.

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To approve, on a non-binding advisory basis, the compensation of our named executive officers, or “NEOs.”

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To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026.

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If properly presented at the Annual Meeting, to vote on a proposal submitted by a stockholder requesting an independent board chair policy.

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To transact such other business as may properly come before the Annual Meeting in accordance with our Bylaws.

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The accompanying Proxy Statement provides detailed information about the matters to be considered at the Annual Meeting.

To join the live webcast, attend and participate in the virtual Annual Meeting, you will need your 16-digit control number included on your proxy card or voting instruction form. For further information on how to attend and participate in the virtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on page 81 of the Proxy Statement.

Regardless of whether you plan to attend the Annual Meeting, we hope you read the accompanying Proxy Statement and vote as soon as possible so that your voice is heard. This Notice of 2026 Annual Meeting of Stockholders, the 2025 Annual Report, and the attached Proxy Statement and form of proxy card are first being sent to stockholders of record as of March 6, 2026, on or about March 16, 2026.

We urge you to vote TODAY by following the instructions on the proxy card to vote on the Internet, by telephone or by completing, signing, dating and returning the proxy card in the enclosed, postage pre-paid envelope. Returning a proxy does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting. If you are the beneficial but not record owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker), you will receive instructions from your broker as to how to vote your shares.

THE BOARD RECOMMENDS VOTING “FOR ALL” OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND “AGAINST” PROPOSAL 4 USING THE ENCLOSED PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held April 29, 2026: The Notice of 2026 Annual Meeting and Proxy Statement and the 2025 Annual Report are available free of charge at www.proxyvote.com.

PARTICIPATE IN OUR FUTURE, VOTE NOW

Your vote is important to us and allows you to participate in the future of our Company.

Please cast your vote as soon as possible on the items listed below to ensure that your shares are represented and your voice is heard.

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Proposals Requiring Your Vote

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(1)

Based on New York Stock Exchange rules, if your shares are held through a broker, bank or other nominee, they do not have discretion to vote on your behalf on non-routine matters if you do not provide voting instructions.

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Voting Options

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Even if you plan to attend and participate in our virtual Annual Meeting, please read this Proxy Statement with care, and vote by proxy to make sure your shares are represented at the Annual Meeting. In all cases, have your proxy card in hand and simply follow the instructions set forth on the enclosed proxy card.

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Visit The Proxy Website

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Visit the proxy website: www.proxyvote.com

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Review and download easy to read, interactive versions of our Proxy Statement and 2025 Annual Report

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Sign up for future electronic delivery to reduce costs

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