HUNTSMAN INTERNATIONAL LLC

1. **GENERAL

Description of Business

We are a global manufacturer of diversified organic chemical products. We operate inthree segments: Polyurethanes, Performance Products and Advanced Materials. Our products comprise many different chemicals and formulations, which we market globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Our products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, power generation and refining. Many of our products offer effects such as premium insulation in homes and buildings and the lightweighting of airplanes and automobiles that help conserve energy. We are a leading global producer in many of our key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer formulations.

Our company, a Delaware corporation, was formed in2004 to hold the Huntsman businesses, which were founded by Jon M. Huntsman. Mr. Huntsman founded the predecessor to our Company in1970 as a small polystyrene plastics packaging company. Since then, we have transformed through a series of acquisitions and divestitures and now own a global portfolio of businesses with a primary focus on improving energy efficiency. On* February 28, 2023,we completed the sale of our Textile Effects Business to Archroma, and during thefirst* quarter of2024, we finalized the purchase price valued at $597 million, which includes adjustments to the purchase price for working capital, plus the assumption of underfunded pension liabilities. For more information, see “Note4. Discontinued Operations— Sale of Textile Effects Business.” We operate all of our businesses through Huntsman International, our wholly-owned subsidiary. Huntsman International is a Delaware limited liability company and was formed in1999.

Huntsman Corporation and Huntsman International Financial Statements

Except where otherwise indicated, these notes relate to the consolidated financial statements for both our Company and Huntsman International. The differences between our consolidated financial statements and Huntsman International’s consolidated financial statements relate primarily to different capital structures and purchase accounting recorded at our Company for the2003 step-acquisition of Huntsman International Holdings LLC, the former parent company of Huntsman International that was merged into Huntsman International in2005.

Huntsman International declared and paid to us distributions in the form of certain affiliate accounts receivable during2025, 2024 and2023.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Carrying Value of Long-Lived Assets

We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets* may**not* be recoverable. Recoverability is based upon current and anticipated undiscounted cash flows, and we recognize an impairment when such estimated cash flows are less than the carrying value of the asset. Measurement of the amount of impairment, if any, is based upon the difference between carrying value and fair value. Fair value is generally estimated by discounting estimated future cash flows using a discount rate commensurate with the risks involved or selling price of assets held for sale.

Cash and Cash Equivalents

We consider cash in checking accounts and cash in short-term highly liquid investments with original maturities ofthree months or less at the date of purchase to be cash and cash equivalents.

Cost of Goods Sold

We classify the costs of manufacturing and distributing our products as cost of goods sold. Manufacturing costs include variable costs, primarily raw materials and energy, and fixed costs directly associated with production. Manufacturing costs also include, among other things, plant site operating costs and overhead (including depreciation), production planning and logistics costs, repair and maintenance costs, plant site purchasing costs, and engineering and technical support costs. Distribution, freight and warehousing costs are also included in cost of goods sold.

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Derivatives and Hedging Activities

All derivatives, whether designated in hedging relationships ornot, are recorded on our balance sheets at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged items are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in accumulated other comprehensive loss, to the extent effective, and will be recognized in the income statement when the hedged item affects earnings. Changes in the fair value of the hedge in the net investment of certain international operations are recorded in other comprehensive income (loss), to the extent effective. The effectiveness of a cash flow hedging relationship is established at the inception of the hedge, and after inception we perform effectiveness assessments at least every three months. A derivative designated as a cash flow hedge is determined to be effective if the change in value of the hedge divided by the change in value of the hedged item is within a range of 80% to 125%. Hedge ineffectiveness in a cash flow hedge occurs only if the cumulative gain or loss on the derivative hedging instrument exceeds the cumulative change in the expected future cash flows on the hedged transaction. For a derivative that doesnot qualify or hasnot been designated as a hedge, changes in fair value are recognized in earnings.

Environmental Expenditures

Environmental related restoration and remediation costs are recorded as liabilities when site restoration and environmental remediation and clean-up obligations are either known or considered probable and the related costs can be reasonably estimated. Other environmental expenditures that are principally maintenance or preventative in nature are recorded when expended and incurred and are expensed or capitalized as appropriate. See “Note22. Environmental, Health and Safety Matters.”

Equity Method Investments

We account for our equity investments where we own a non-controlling interest, but exercise significant influence, under the equity method of accounting. Under the equity method of accounting, our original cost of the investment is adjusted for our share of equity in the earnings of the equity investee and reduced by dividends and distributions of capital received, unless the fair value option is elected, in which case the investment balance is marked to fair value each reporting period and the impact of changes in fair value of the equity investment are reported in earnings.

Foreign Currency Translation

The accounts of our operating subsidiaries outside of the U.S., unless they are operating in highly inflationary economic environments, consider the functional currency to be the currency of the economic environment in which they operate. Accordingly, assets and liabilities are translated at rates prevailing at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average rate for the period. Cumulative translation adjustments are recorded to equity as a component of accumulated other comprehensive loss.

If a subsidiary operates in an economic environment that is considered to be highly inflationary (100% cumulative inflation over athree-year period), the U.S. dollar is considered to be the functional currency and gains and losses from remeasurement to the U.S. dollar from the local currency are included in the statement of operations. Where a subsidiary’s operations are effectively run, managed, financed and contracted in U.S. dollars, such as certain finance subsidiaries outside of the U.S., the U.S. dollar is considered to be the functional currency.

Foreign currency transaction gains and losses are recorded in other operating (income) expense, net in our consolidated statements of operations and were losses of $1 million, $3 million and $13 million for the years ended* December 31, 2025,*2024 and2023, respectively.

Income Taxes

We use the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial and tax reporting purposes. We evaluate deferred tax assets to determine whether it is more likely thannot that they will be realized. Valuation allowances are reviewed on a tax jurisdiction basis and analyzed to determine whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets for each jurisdiction. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider the cumulative income or losses during the applicable period. Cumulative losses incurred over the period limits our ability to consider other subjective evidence such as our projections for the future. Changes in expected future income in applicable jurisdictions could affect the realization of deferred tax assets in those jurisdictions.

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The application of income tax law is inherently complex. We are required to determine if an income tax position meets the criteria of more likely thannot to be realized based on the merits of the position under tax law, in order to recognize an income tax benefit. This requires us to make significant judgments regarding the merits of income tax positions and the application of income tax law. Additionally, if a tax position meets the recognition criteria of more likely thannot, we are required to make judgments and apply assumptions to measure the amount of the tax benefits to recognize. These judgments are based on the probability of the amount of tax benefits that would be realized if the tax position was challenged by the taxing authorities. Interpretations and guidance surrounding income tax laws and regulations change over time. As a consequence, changes in assumptions and judgments can materially affect amounts recognized in our consolidated financial statements. See “Note20. Income Taxes.”

Intangible Assets and Goodwill

Intangible assets are stated at cost (fair value at the time of acquisition) and are amortized using the straight-line method over the estimated useful lives or the life of the related agreement as follows:

In the annual period in which finite-lived intangible assets become fully amortized, we remove both the gross carrying amounts and the related accumulated amortization of these intangible assets. See “Note11. Intangible Assets.”

Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill isnot subject to any method of amortization, but is tested for impairment annually (at the beginning of thethird quarter) and when events and circumstances change that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. When the fair value is less than the carrying value of the related reporting unit, we are required to reduce the amount of goodwill through a charge to earnings. Fair value is estimated using the market approach, as well as the income approach based on discounted cash flow projections. Goodwill has been assigned to reporting units for purposes of impairment testing.

During2025, goodwill decreased by $3 million primarily due to an approximately $14 million impairment related to a site closure, partially offset by changes in foreign currency exchange rates of approximately $11 million. During2024, goodwill decreased by $11 million primarily due to changes in foreign currency exchange rates.

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Inventories

Inventories are stated at the lower of cost or market, with cost determined using average cost, last-infirst-out (“LIFO”) andfirst-infirst-out methods for different components of inventory.

Leases

The determination of whether a contract is or contains a lease is performed at the lease inception date. Lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term, using incremental borrowing rates as the implicit rates arenot readily determinable for our leases. The incremental borrowing rates are determined on a collateralized basis and vary from lease to lease depending on the country where the leased asset exists and the term of the lease arrangement. We combine lease components with non-lease components and account for them as a single lease component for all classes of underlying assets, except for leases of manufacturing and research facilities and administrative offices. For these assets, non-lease components are separated from lease components and accounted for as normal operating expenses. See “Note10. Leases.”

Legal Costs

We expense legal costs, including those legal costs incurred in connection with a loss contingency, as incurred.

Net Income Per Share Attributable to Huntsman Corporation

Basic income per share excludes dilution and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period. Diluted income per share reflects all potential dilutive common shares outstanding during the period and is computed by dividing net income attributable to Huntsman Corporation by the weighted average number of shares outstanding during the period increased by the number of additional shares that would have been outstanding as potential dilutive securities. Diluted income per share is computed using the treasury stock method for all stock-based awards. In periods with reported loss from continuing operations attributable to Huntsman Corporation, all stock-based awards are generally deemed anti-dilutive and would be excluded from the calculation of diluted income per share from continuing operations, discontinued operations and net income regardless of whether there is income or loss from discontinued operations and net income.

Basic and diluted (loss) income per share were determined using the following information (in millions):

Additional stock-based awards of 4.8 million,2.1 million and 3.1 million weighted average equivalent shares of stock were outstanding during the years ended* December 31, 2025,2024 and2023, respectively. However, these stock-based awards werenot included in the computation of diluted earnings per share for the respective periods mentioned because the effect would be anti-dilutive. For the years ended December 31,*2025,2024 and2023, there were 0.3 million,0.6 million and 1.3 million, respectively, weighted average equivalent shares of stock included in the total anti-dilutive weighted average equivalent shares of stock noted above as a result of the reported loss from continuing operations attributable to Huntsman Corporation.

Other Noncurrent Assets

Periodic maintenance and repairs applicable to major units of manufacturing facilities (a “turnaround”) are accounted for on the deferral basis by capitalizing the costs of the turnaround and amortizing the costs over the estimated period until the next turnaround.

Principles of Consolidation

Our consolidated financial statements include the accounts of our wholly-owned and majority-owned subsidiaries and any variable interest entities for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives or lease term as follows:

Interest expense capitalized as part of plant and equipment was $6 million, $7 million and $6 million for the years ended* December 31, 2025,*2024 and2023, respectively.

Normal maintenance and repairs of plant and equipment are charged to expense as incurred. Renewals, betterments and major repairs that materially extend the useful life of the assets are capitalized, and the assets replaced, if any, are retired.

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Revenue Recognition

We generate substantially all of our revenue through product sales in the open market and long-term supply agreements in which revenue is recognized at a point in time. At contract inception, we assess the goods and services, if any, promised in our contracts and identify a performance obligation for each promise to transfer to the customer a good or service that is distinct. In substantially all cases, a contract has a single performance obligation to deliver a promised good to the customer. Revenue is recognized when control of the product is transferred to the customer (i.e., when our performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

Revenue is measured as the amount that reflects the consideration that we expect to be entitled to in exchange for those goods. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. We have elected to account for all shipping and handling activities as fulfillment costs. We have also elected to expense commissions when incurred as the amortization period of the commission asset that we would have otherwise recognized is less thanone year.

The amount of consideration we receive and revenue we recognize is based upon the terms stated in the sales contract, which* maycontain variable consideration such as discounts or rebates. We allocate the transaction price to each distinct product based on their relative standalone selling price. The product price as specified on the purchase order or in the sales contract is considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar customer in similar circumstances. In order to estimate the applicable variable consideration, we use historical and current trend information to estimate the amount of discounts or rebates to which customers are likely to be entitled. Historically, actual discount or rebate adjustments relative to those estimated and included when determining the transaction price havenot* materially differed. Payment terms vary but are generally less thanone year. As our standard payment terms are less thanone year, we have elected tonot assess whether a contract has a significant financing component. In the normal course of business, we donot accept product returns unless the item is defective as manufactured. We establish provisions for estimated returns based on an analysis of historical experience. See “Note18. Revenue Recognition.”

Securitization of Accounts Receivable

Under our A/R Programs, we grant an undivided interest in certain of our trade receivables to the special purpose entities in the U.S. and EU. This undivided interest serves as security for the issuance of debt. The A/R Programs provide for financing in U.S. dollars, euros and British pounds. The amounts outstanding under our A/R Programs are accounted for as secured borrowings. See “Note15. Debt—Direct and Subsidiary Debt—A/R Programs.”

Stock-Based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost, net of estimated forfeitures, will be recognized over the period during which the employee is required to provide services in exchange for the award. See “Note24. Stock-Based Compensation Plan.”

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

On* January 1, 2025,we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)No. 2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures,* on a prospective basis, upon which we have provided greater disaggregation of information in the rate reconciliation, by both amounts and percentages, among prescribed categories, such as state and local income taxes, foreign tax effects, changes in valuation allowances and nontaxable or nondeductible items, among others. We have also provided disaggregation of income taxes paid by U.S. federal and state income taxes and foreign income taxes. See “Note.20 Income Taxes.”

Accounting Standards Pending Adoption InFuture Periods

The following relevant accounting standards become effective subsequent to fiscal year2025, and we are currently evaluating the impact of the future adoption of these accounting standards on our financial statements and related disclosures:

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3.** BUSINESS COMBINATIONS AND ACQUISITIONS**

Separation** and AcQuisition of Assets of SLICJoInt V****ENTURE**

On* January 31, 2024,we completed the planned separation and acquisition of assets of SLIC. The final purchase price of the acquired assets was determined based on an asset valuation that was completed in thesecond* quarter of2024. The acquisition of the assets was funded in part with HPS, issuing a U.S. dollar equivalent note payable at closing of approximately $218 million, which was repaid in full in thesecond quarter of2024 using available funds at HPS. During thethird quarter of2024, we received approximately $64 million of cash from SLIC, of which $34 million was a dividend and $30 million was an interim liquidating distribution. Upon the full liquidation of the joint venture during thefirst quarter of2025, all remaining cash of SLIC, primarily resulting from the proceeds received by SLIC, was distributed back to the joint venture partners. As such, during thefirst quarter of2025, we received approximately $41 million of cash from SLIC, which was our final liquidating distribution.

The acquisition has been integrated into our Polyurethanes segment. Transaction costs related to this acquisition werenot material during2024.

We have accounted for the acquisition using the acquisition method. As such, we analyzed the fair value of net assets acquired. The allocation of acquisition cost to the net assets acquired is summarized as follows (dollars in millions):

The total fair value of the net assets acquired was in excess of the acquisition cost resulting in net gains of approximately $51 million recognized during2024 and approximately $5 million recognized during thefirst quarter of2025. Concurrent with the acquisition of net assets, we wrote off certain prepaid assets of approximately $71 million during2024 related to operating agreements with SLIC and other joint venture partners.

According to the operating agreement of the joint venture, SLIC sold all of its output to the joint venture partners withno external sales. After the separation and acquisition of assets, we use all of the output of the acquired assets for internal use. As such, the acquired business hasno external revenues or net income.

4. DISCONTINUED OPERATIONS

SaLE of TeXTile** EffeCTs B****usiness**

On* February 28, 2023,we completed the sale of our Textile Effects Business to Archroma, and during thefirst* quarter of2024, we finalized the purchase price valued at $597 million, which included adjustments to the purchase price for working capital, plus the assumption of underfunded pension liabilities.

The following table reconciles major line items constituting pretax (loss) income from discontinued operations to after-tax (loss) income from discontinued operations, primarily related to our Textile Effects Business, as presented in our consolidated statements of operations (dollars in millions):

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5. INVENTORIES

Inventories consisted of the following (dollars in millions):

For both* December 31, 2025and2024*, approximately 9% of inventories were recorded using the LIFO cost method.

6. PROPERTY, PLANT AND EQUIPMENT

The cost and accumulated depreciation of property, plant and equipment were as follows (dollars in millions):

Depreciation expense from continuing operations for Huntsman Corporation and Huntsman International for2025,2024 and2023 was $238 million, $238 million and $231 million, respectively.

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7. INVESTMENT IN UNCONSOLIDATED AFFILIATES

Our ownership percentages and investments in unconsolidated affiliates were as follows (dollars in millions):

All of our equity method investments are held by our Polyurethanes segment.

Summarized Financial Information of Unconsolidated Affiliates

Summarized financial information of our unconsolidated affiliates as of* December 31,2025 and2024 and for the years ended December 31,*2025,2024 and2023 were as follows (dollars in millions):

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8. VARIABLE INTEREST ENTITIES

We evaluate our investments and transactions to identify variable interest entities for which we are the primary beneficiary. We hold a variable interest in the following joint ventures for which we are the primary beneficiary:

During the year ended* December 31,*2025, there wereno changes in our variable interest entities.

Creditors of our variable interest entities haveno recourse to our general credit. See “Note15. Debt—Direct and Subsidiary Debt.” As the primary beneficiary of these variable interest entities at* December**31,* 2025, the joint ventures’ assets, liabilities and results of operations are included in our consolidated financial statements.

The following table summarizes the carrying amount of our variable interest entities’ assets and liabilities included in our consolidated balance sheets as of* December 31, 2025and2024* (dollars in millions):

Certain operating activities for our variable interest entities were as follows (dollars in millions):

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9. SUPPLIER FINANCE PROGRAM

During thefirst quarter of2025, we initiated a supplier finance program that has been made available to certain of our vendors. The program allows our vendors to voluntarily sell their receivables due from us to a participating financial institution on terms that are negotiated between the vendor and the financial institution. The vendor receives payment from the financial institution, and we pay the financial institution on the terms originally negotiated with the vendor, which generally range from 90 to 120 days. We donot pledge assets as security or provide other forms of guarantees associated with this supplier finance program. As of* December 31,*2025, outstanding obligations confirmed as valid under this supplier finance program were approximately $37 million, which are included inaccounts payable in our consolidated balance sheet.

The following table summarizes our outstanding obligations confirmed as valid under the supplier finance program for the year ended* December 31, 2025 (*dollars in millions):

10. LEASES

We primarily lease manufacturing and research facilities, administrative offices, land, tanks, railcars and equipment. Leases with an initial term of12 months or less arenot recognized on the balance sheets; we recognize lease expense for these leases on a straight-line basis over the lease term. Our leases have remaining lives fromone month to 32 years. Certain lease agreements includeone or more options to renew, at our discretion, with renewal terms that can extend the lease term by approximatelyone month to 30 years or more. Renewal and termination options that we are reasonably certain to exercise have been included in the calculation of the lease right-of-use assets and lease liabilities.None of our lease agreements contain material residual value guarantees or material restrictions or covenants.

The components of operating lease expense, cash flows and supplemental noncash information from continuing operations were as follows (dollars in millions):

The weighted-average lease term and discount rate for our operating leases from continuing operations were as follows:

The undiscounted future cash flows of operating lease liabilities from continuing operations as of* December 31,*2025 were as follows (dollars in millions):

As of* December 31,*2025, we have additional leases, primarily for leases of tanks, that havenot yet commenced of approximately $56 million. These leases will commence in2026 with lease terms of up to 20 years.

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11**. INTANGIBLE ASSETS**

The gross carrying amount and accumulated amortization of intangible assets were as follows (dollars in millions):

Amortization expense from continuing operations was $40 million for each of the years ended* December 31, 2025,*2024 and2023.

Estimated future amortization expense from continuing operations for intangible assets over the nextfive years is as follows (dollars in millions):

12**. ACCRUED LIABILITIES**

Accrued liabilities consisted of the following (dollars in millions):

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13. RESTRUCTURING, IMPAIRMENT AND PLANT CLOSING COSTS

As of* December 31, 2025,*2024 and2023, accrued restructuring and plant closing costs by type of cost consisted of the following (dollars in millions):

As of* December 31, 2025,*2024 and2023, accrued restructuring and plant closing costs of ourthree operating segments as well as Corporate and other consisted of the following (dollars in millions):

Details with respect to cash and noncash restructuring, impairment and plant closing costs from continuing operations for the years ended* December 31, 2025,*2024 and2023 are provided below (dollars in millions):

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RESTRUCTURING ACTIVITIES

Beginning in thesecond quarter of2025, our Performance Products segment implemented a restructuring program to close its European maleic anhydride manufacturing facility in Moers, Germany and to reduce other organizational structure costs. During thethird quarter of2025, this program was further expanded for additional site closure costs. In connection with this restructuring program, we recordednet restructuring expense of approximately $97 million for the year ended* December 31, 2025,primarily related to workforce reductions, contract terminations and approximately $88 million for the impairment of assets and site closure costs, including approximately $14 million of goodwill impairment, related to the closure of the facility. We expect to record further restructuring expenses of approximately $2 million through thefirst* half of2026, primarily related to a site closure.

Beginning in thefourth quarter of2024, our Polyurethanes segment implemented a restructuring program to reduce organizational structure costs. During thesecond quarter of2025, this program was further expanded to optimize its European business organization. In connection with this restructuring program, we recorded net restructuring expense of approximately $51 million for the year ended* December 31, 2025,primarily related to workforce reductions, accelerated depreciation and site closures, and we recorded net restructuring expense of approximately $20 million for the year ended December 31, 2024,primarily related to workforce reductions. We expect to record further restructuring expenses of approximately $6 million through2027,* primarily related to site closures, workforce reductions and accelerated depreciation.

Beginning in thefirst quarter of2024, our Advanced Materials segment implemented a restructuring program to optimize the segment’s manufacturing processes and cost structure in the U.S. to better align with future market opportunities. In connection with this restructuring program, we recorded net restructuring expense of approximately $1 million and $13 million for the years ended* December 31, 2025and2024,* respectively, primarily related to accelerated depreciation and workforce reductions. We expect to record further restructuring expenses of approximately $5 million through2027, primarily related to accelerated depreciation and workforce reductions.

Beginning in thefourth quarter of2022, we implemented a restructuring program to further realign our cost structure with additional restructuring in Europe. This program was associated with all of our segments and included exiting and consolidating certain facilities, workforce relocation to lower cost locations and further personnel rationalization. In connection with this restructuring program, we recorded a net credit of approximately $2 million for the year ended* December 31, 2025to adjust the restructuring reserve that wasno* longer required. For the year ended* December 31, 2024,we recorded net restructuring expense of approximately $4 million, primarily related to site closures, and for the year ended December 31, 2023,we recorded net restructuring expense of approximately $9 million, primarily related to workforce reductions and accelerated depreciation, partially offset by adjustments to restructuring reserves that wereno* longer required for certain workforce reductions.

Beginning in thefirst quarter of2021, our Corporate function implemented a restructuring program to optimize our global approach to leveraging shared services capabilities. During thesecond quarter of2022, this program was further expanded to include additional geographies. During the year ended* December 31, 2023,we evaluated the then current developments of this program and related anticipated cash costs, and we recorded a net restructuring credit of approximately $6 million for the year ended December 31, 2023,primarily to adjust restructuring reserves that wereno* longer required for certain workforce reductions.

Beginning in thethird quarter of2020, our Polyurethanes segment implemented a restructuring program to optimize its downstream footprint. During thesecond quarter of2022, this optimization program was further expanded to include the entire Polyurethanes business. In connection with this restructuring program, we recorded net restructuring expense of approximately $4 million for the year ended* December 31, 2023,*primarily related to workforce reductions.

Beginning in thesecond quarter of2020, our Advanced Materials segment implemented restructuring programs in connection with our2020 acquisition of CVC Thermoset Specialties, the alignment of the segment’s commercial organization and optimization of the segment’s manufacturing processes. In connection with these restructuring programs, we recorded net restructuring expense of approximately $4 million for the year ended* December 31, 2023,*primarily related to a site closure and accelerated depreciation.

14**. OTHER NONCURRENT LIABILITIES**

Other noncurrent liabilities consisted of the following (dollars in millions):

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15**. DEBT**

Our outstanding debt, net of debt issuance costs, of consolidated entities consisted of the following (dollars in millions):

Direct and Subsidiary Debt

Substantially all of our debt, including the facilities described below, has been incurred by our subsidiaries (primarily Huntsman International). Huntsman Corporation isnot a guarantor of such subsidiary debt.

Certain of our subsidiaries havethird-party debt agreements that contain certain restrictions with regard to dividends, distributions, loans or advances. In certain circumstances, the consent of athird party would be required prior to the transfer of any cash or assets from these subsidiaries to us.

Revolving Credit Facility

On* February 9, 2026,Huntsman International entered into the $800 million2026* Revolving Credit Facility replacing the2022 Revolving Credit Facility. Borrowings bear interest at the rates specified in the credit agreement governing the2026 Revolving Credit Facility, which vary based on the type of loan, leverage ratio and debt ratings. The2026 Revolving Credit Facility has a maturity date of* February 9, 2031.Huntsman International mayincrease the2026* Revolving Credit Facility commitments by up to $400 million, plus additional amounts, subject to the satisfaction of certain conditions.

As of* December 31, 2025,the2022* Revolving Credit Facility was still in effect. Borrowings under the2022 Revolving Credit Facility bore interest at the rates specified in the credit agreement governing the2022 Revolving Credit Facility, which varied based on the type of loan and Huntsman International’s debt ratings. Under the2022 Revolving Credit Facility, the interest rate margin and the commitment fee rates were also subject to adjustments based on the Company’s performance on specified sustainability target thresholds with respect to annual percentage reduction in operational greenhouse gas emissions intensity and annual percentage reduction in water consumption intensity.

The following table presents certain amounts under our2022 Revolving Credit Facility as of* December 31, 2025* (monetary amounts in millions):

Senior Notes

On* March 28, 2025,we satisfied and discharged our obligations under our2025* Senior Notes by irrevocably depositing funds sufficient to redeem them in full, which was approximately $315 million, on the maturity date of* April 1, 2025.*

As of* December**31,* 2025, we had the following outstanding notes (monetary amounts in millions):

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The2029, 2031 and2034 Senior Notes are general unsecured senior obligations of Huntsman International. The indentures impose certain limitations on the ability of Huntsman International and its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of subsidiaries, enter into sale and leaseback transactions with respect to any principal properties, consolidate or merge with or into any other person or lease and sell or transfer all or substantially all of its properties and assets. Upon the occurrence of certain change of control events, holders of the2029, 2031 and2034 Senior Notes will have the right to require that Huntsman International purchase all or a portion of such holders’ notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

The2029 Senior Notes bear interest at 4.50% per year, payable semi-annually on* May 1and November 1of each year, and will mature on May 1, 2029.Huntsman International mayredeem the2029* Senior Notes in whole or in part at any time prior to* February**1,* 2029 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest. Huntsman International* mayredeem the2029* Senior Notes at any time, in whole or from time to time in part, on or after* February 1, 2029*at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

The2031 Senior Notes bear interest at 2.95% per year, payable semi‑annually on* June 15and December 15of each year, and will mature on June 15, 2031.Huntsman International mayredeem the2031* Senior Notes in whole or in part at any time prior to* March 15, 2031at a price equal to 100% of the principal amount thereof plus a “make‑whole” premium and accrued and unpaid interest. Huntsman International mayredeem the2031* Senior Notes at any time, in whole or from time to time in part, on or after* March 15, 2031*at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. ​

The2034 Senior Notes bear interest at 5.70% per year, payable semi-annually on* April 15and October 15of each year, and will mature on October 15, 2034.Huntsman International mayredeem the2034* Senior Notes in whole or in part at any time prior to* July 15, 2034at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest. Huntsman International mayredeem the2034* Senior Notes at any time, in whole or from time to time in part, on or after* July 15, 2034*at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

A/R Programs

Our A/R Programs are structured so that we transfer certain of our trade receivables to the U.S. special purpose entity (“U.S. SPE”) and the European special purpose entity (“EU SPE”) in transactions intended to be true sales or true contributions. The receivables collateralize debt incurred by the U.S. SPE and the EU SPE.

On* December 29, 2025,we entered into an amendment to our U.S. A/R Program that, among other things, extended the scheduled maturity date from January 2027to December 2028*and increased the maximum funding availability to $180 million.

Information regarding our A/R Programs as of* December 31,*2025 is as follows (monetary amounts in millions):

As of* December 31,*2025 and2024, $281 million and $233 million, respectively, of accounts receivable were pledged as collateral under our A/R Programs.

Variable Interest Entity Debt

As of* December 31,2025, AAC, our consolidated 50%-owned joint venture, had $7 million outstanding under its loan commitments and debt financing arrangements, all of which was classified as current debt on our consolidated balance sheet as of December 31, 2025.We donot* guarantee these loan commitments, and AAC isnot a guarantor of any of our other debt obligations.

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Note Payable

During thesecond quarter of2024, HPS repaid the remainder of its outstanding note payable to SLIC denominated in Chinese renminbi, the equivalent of $190 million, related to the separation and acquisition of assets of SLIC. For more information, see “Note3. Business Combinations and Acquisitions—Separation and Acquisition of Assets of SLIC Joint Venture.”

Debt Issuance Costs

We record debt issuance costs related to a debt liability on the balance sheets as a reduction to the face amount of that debt liability. As of* December 31,2025 and December 31,*2024, the amount of debt issuance costs directly reducing the debt liability was $7 million and $9 million, respectively. We amortize debt issuance costs using either a straight line or effective interest method, depending on the debt agreement, and record them as interest expense.​

Compliance With Covenants

Our2022 Revolving Credit Facility contained a financial covenant regarding the leverage ratio of Huntsman International and its subsidiaries. The2022 Revolving Credit Facility also contained other customary covenants and events of default for credit facilities of this type.

The agreements governing our A/R Programs also contain certain receivable performance metrics. Any material failure to meet the applicable A/R Programs’ metrics could lead to an early termination event under the A/R Programs, which could require us to cease our use of such facilities, prohibiting us from additional borrowings against our receivables or, at the discretion of the lenders, requiring that we repay the A/R Programs in full.

As of* December 31, 2025,we believe that we were in compliance with the covenants governing our material debt instruments, including our2022* Revolving Credit Facility, our A/R Programs and our notes.

Maturities

The scheduled maturities of our debt (excluding debt to affiliates) by year as of* December**31,* 2025 are as follows (dollars in millions):

16**. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES**

We are exposed to market risks, such as changes in interest rates, foreign exchange rates and commodity prices. From time to time, we enter into transactions, including transactions involving derivative instruments, to manage certain of these exposures. We also hedge our net investment in certain European operations. Changes in the fair value of the hedge in the net investment of certain European operations are recorded in other accumulated comprehensive loss.

Through our borrowing activities, we are exposed to interest rate risk. Such risk arises due to the structure of our debt portfolio, including the mix of fixed and floating interest rates. Actions taken to reduce interest rate risk include managing the mix and rate characteristics of various interest-bearing liabilities, as well as entering into interest rate derivative instruments. From time to time, we* may*purchase interest rate swaps and/or other derivative instruments to reduce the impact of changes in interest rates on our floating-rate exposures. Under interest rate swaps, we agree with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount.

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Our revenues and expenses are denominated in various foreign currencies, and therefore, our cash flows and earnings are subject to fluctuations due to exchange rate variations. From time to time, we* mayenter into foreign currency derivative instruments to minimize the short-term impact of movements in foreign currency rates. Where practicable, we generally net multicurrency cash balances among our subsidiaries to help reduce exposure to foreign currency exchange rates. Certain other exposures maybe managed from time to time through financial market transactions, principally through the purchase of spot or forward foreign exchange contracts (generally with maturities ofthree months or less). We donot* hedge our foreign currency exposures in a manner that would eliminate the effect of changes in exchange rates on our cash flows and earnings. As of* December 31, 2025and2024*, we had approximately $125 million and $78 million, respectively, notional amount (in U.S. dollar equivalents) outstanding in forward foreign currency contracts related to continuing operations.

We finance certain of our non-U.S. subsidiaries with intercompany loans that are, in many cases, denominated in currencies other than the entities’ functional currency. We manage the net foreign currency exposure created by this debt through various means, including cross-currency swaps, the designation of certain intercompany loans as permanent loans because they arenot expected to be repaid in the foreseeable future and the designation of certain debt and swaps as net investment hedges. Foreign currency transaction gains and losses on intercompany loans that arenot designated as permanent loans are recorded in earnings. Foreign currency transaction gains and losses on intercompany loans that are designated as permanent loans are recorded in other comprehensive income. From time to time, we review such designation of intercompany loans.

We review our non-U.S. dollar denominated debt and derivative instruments to determine the appropriate amounts designated as hedges. As of* December**31,* 2025, we have designated approximately€316 million (approximately $372 million) of euro-denominated derivative instruments as a hedge of our net investment. For the years ended* December 31, 2025,*2024 and2023, the amounts recognized on the hedge of our net investment were losses of $41 million, gains of $23 million and losses of $8 million, respectively, and were recorded in other comprehensive income.

During thethird quarter of2024, we entered intothree-year, cross-currency interest rate contracts to swap an aggregate notional amount $350 million for an approximate aggregate notional€315 million. These cross-currency swaps are designated as net investment hedges and designed to hedge the foreign currency exposure of our net investment in certain European operations. Changes in fair value are recorded in accumulated other comprehensive loss to offset the foreign currency translation adjustments related to these investments. As of* December 31,*2025, the fair value of these swaps was a liability position of approximately $22 million and recorded in other noncurrent liabilities.

Commodity Prices Risk

Inherent in our business is exposure to price changes for several commodities. However, our exposure to changing commodity prices is somewhat limited since the majority of our raw materials are acquired at posted or market related prices, and sales prices for many of our finished products are at market related prices which are largely set on a monthly or quarterly basis in line with industry practice. Consequently, we* may*choose to partially hedge our commodity exposures from time to time.

17. FAIR VALUE

The fair values of our financial instruments were as follows (dollars in millions):

The carrying amounts reported in the balance sheets of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair values of non-qualified employee benefit plan investments are obtained through market observable pricing using prevailing market prices (Level1). The fair values of our cross-currency interest rate contracts are based on observable inputs other than quoted prices (Level2). The fair values of our senior notes are based on quoted market prices for the identical liability when traded in an active market (Level1), and the fair values of all our other outstanding debt are based on observable inputs other than quoted prices (Level2). The fair value estimates presented herein are based on pertinent information available to management as of* December 31, 2025and2024*. Although we arenot aware of any factors that would significantly affect the estimated fair value amounts, such amounts havenot been comprehensively revalued for purposes of these financial statements since* December**31,* 2025, and current estimates of fair value* may*differ significantly from the amounts presented herein.

During the years ended* December 31, 2025and2024*, we heldno instruments measured at fair value on a recurring basis using significant unobservable inputs (Level3), and there wereno gains or losses (realized or unrealized) included in earnings for instruments categorized as Level3 within the fair value hierarchy.

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18. REVENUE RECOGNITION

The following tables disaggregate our revenue from continuing operations by major source for the years ended* December 31, 2025,*2024 and2023 (dollars in millions):

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19**. EMPLOYEE BENEFIT PLANS**

Defined Benefit and Other Postretirement Benefit Plans

We provide a trusteed, non-contributory defined benefit pension plan (the “Plan”) in the U.S. The Plan’s design is that of a cash balance plan, and the cash balance benefit formula provides annual pay credits from 6% to 12% of eligible pay, depending on age and service, plus accrued interest. The Plan is closed to new entrants. In addition, Rubicon provides a trusteed, non-contributory defined benefit plan, which is also closed to new entrants. Following the closure of these plans, new hires are provided with a defined contribution plan with a non-discretionary employer contribution of 6% of pay and a company match of up to 4% of pay, for a total company contribution of up to 10% of pay.

We sponsor unfunded postretirement benefit plans other than pensions, which provide medical and life insurance benefits. Effective* August 1, 2015,the postretirement benefit plans were closed to new entrants. Our other postretirement benefit plans provide access totwo fully insured Medicare Part D plans including prescription drug benefits affected by the Medicare Prescription Drug, Improvement and Modernization Act of2003* (the “Act”). We cannot determine whether the medical benefits provided by our postretirement benefit plans are actuarially equivalent to those provided by the Act. We donot collect a subsidy and our net periodic postretirement benefits cost, and related benefit obligation, donot reflect an amount associated with the subsidy. We donot subsidize the premium cost of these plans; the premiums are entirely paid by the retirees.

We sponsor defined benefit plans in a number of countries outside of the U.S. The availability of these plans and their specific design provisions are consistent with local competitive practices and regulations.

The following table sets forth the funded status of the plans for us and Huntsman International and the amounts recognized in our consolidated balance sheets at* December 31, 2025and2024* (dollars in millions):

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During2025, our overall net unfunded liability in our U.S. pension and other postretirement benefit plans decreased, primarily due to favorable investment returns, partially offset by lower discount rates.

During2025, our overall net funded liability in our non-U.S. pension and other postretirement benefit plans increased, primarily due to an increase in the fair value of plan assets, partially offset by an increase in our projected benefit obligation. The increase in the fair value of plan assets was primarily due to the positive impact of major foreign currency exchange rate movements against the U.S. dollar, partially offset by lower than expected return on plan assets. The increase our projected benefit obligation was primarily due to the positive impact of major foreign currency exchange rate movements against the U.S. dollar, partially offset by an overall increase in discount rates.

During2024, our overall net unfunded liability in our U.S. pension and other postretirement benefit plans decreased, primarily due to an increase in discount rates, partially offset with unfavorable investment returns and higher medical premiums. Our overall net funded liability in our non-U.S. pension plans decreased, primarily due to an increase in discount rates in most countries with significant impacts from Germany, the Netherlands and the U.K., partially offset by lower discount rates, primarily from Switzerland, and favorable investment returns from Belgium and the Netherlands. In addition, there were experience gains on liabilities from updated valuations in the Netherlands and Switzerland.

Components of net periodic benefit (credit) cost for the years ended* December 31, 2025,*2024 and2023 were as follows (dollars in millions):

The amounts recognized in net periodic benefit cost and other comprehensive income as of* December 31, 2025,*2024 and2023 were as follows (dollars in millions):

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The following weighted-average assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost for the year:

The expected long-term rate of return on pension assets assumption was based upon historical returns and the expectations of our investment committee and outside advisors.

At* December 31, 2025and2024*, the healthcare trend rates used to measure the expected increase of the cost of benefits were assumed to be 7.25% and 6.75%, respectively, decreasing to 5.0% in2035 and thereafter.

The projected benefit obligation and fair value of plan assets for the defined benefit plans with projected benefit obligations in excess of plan assets as of* December 31, 2025and2024* were as follows (dollars in millions):

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the defined benefit plans with an accumulated benefit obligation in excess of plan assets as of* December 31, 2025and2024* were as follows (dollars in millions):

The accumulated benefit obligation of our defined pension plans as of* December 31, 2025and2024* was $2,156 million and $2,103 million, respectively.

Expected future contributions and benefit payments related to continuing operations are as follows (dollars in millions):

Our investment strategy with respect to pension assets is to pursue an investment plan that, over the long term, is expected to protect the funded status of the plan, enhance the real purchasing power of plan assets andnot threaten the plan’s ability to meet currently committed obligations. Additionally, our investment strategy is to achieve returns on plan assets, subject to a prudent level of portfolio risk. Plan assets are invested in a broad range of investments. These investments are diversified in terms of domestic and international equities, both growth and value funds, including small, mid and large capitalization equities; short-term and long-term debt securities; real estate; and cash and cash equivalents. The investments are further diversified within each asset category. The portfolio diversification provides protection against a single investment or asset category having a disproportionate impact on the aggregate performance of the plan assets.

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Our pension plan assets are managed by outside investment managers. The investment managers value our plan assets using quoted market prices, other observable inputs or unobservable inputs. For certain assets, the investment managers obtainthird-party appraisals at least annually, which use valuation techniques and inputs specific to the applicable property, market or geographic location. During2025 and2024, there wereno transfers into or out of Level3 assets.

We have established target allocations for each asset category. Our pension plan assets are periodically rebalanced based upon our target allocations.

The fair value of plan assets for the pension plans was $2,355 million and $2,196 million at* December 31, 2025and2024*, respectively. The following plan assets are measured at fair value on a recurring basis (dollars in millions):

The following table reconciles the beginning and ending balances of plan assets measured at fair value using unobservable inputs (Level3) (dollars in millions):

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The asset allocation for our pension plans at* December 31,*2025 and2024 and the target allocation for2025, by asset category, are as follows:

Equity securities in our pension plans didnot include any direct investments in equity securities of our Company or our affiliates at the end of2025.

Defined ContributionPlans

We have defined contribution plans in a variety of global locations. Our total combined expense for our defined contribution plans for the years ended* December 31, 2025,*2024 and2023 was $30 million, $29 million and $27 million, respectively, primarily related to our U.S. plans.

In the U.S., we had a money purchase pension plan that covered substantially all of our domestic employees who were hired prior to* January 1, 2004.Employer contributions were made based on a percentage of employees’ earnings (ranging up to 8%). During2014,* we closed this plan to non-union participants, and in2015, we closed this plan to union associates. We continue to provide equivalent benefits to those who were covered under this plan into their salary deferral account.

We have a salary deferral plan covering substantially all U.S. employees. Plan participants* mayelect to make voluntary contributions to this plan up to a specified amount of their compensation. We contribute an amount equal to the participant’s contribution,not to exceed 4% of the participant’s compensation. For new hires who arenot* eligible for the cash balance plan, and associates who were covered by the money purchase pension plan prior to its closure, we contribute an additional amount into their salary deferral accounts,not to exceed 6% of the participant’s compensation.

SUPPLEMENTAL SALARYD EFFERALPLANANDS UPPLEMENTALE XECUTIVER ETIREMENTPLAN

The Huntsman Supplemental Savings Plan (the “SSP”) is a non-qualified plan covering key management employees and allows participants to defer amounts that would otherwise be paid as compensation. The participant can defer up to 75% of their salary and bonus each year. This plan also provides benefits that would be provided under the Huntsman Salary Deferral Plan if that plan werenot subject to legal limits on the amount of contributions that can be allocated to an individual in a single year. The SSP was amended and restated effective as of* January 1, 2005to allow eligible executive employees to comply with Section409A* of the Internal Revenue Code of1986. Assets of these plans are included in other noncurrent assets and as of* December 31, 2025and2024* were $55 million and $53 million, respectively. During each of the years ended* December 31, 2025,*2024 and2023, we expensed approximately $1 million as contributions to the SSP.

The Huntsman Supplemental Executive Retirement Plan is an unfunded non-qualified pension plan established to provide certain executive employees with benefits that couldnot be provided, due to legal limitations, under the Huntsman Defined Benefit Pension Plan, a qualified defined benefit pension plan, and the Huntsman Money Purchase Pension Plan, a qualified money purchase pension plan.

Stock-Based Incentive Plan

On* April 30, 2025,our stockholders approved a new Huntsman Corporation2025* Stock Incentive Plan (the*‘‘2025* Stock Incentive Plan’’), which reserved 4.65 million shares for issuance. Each of the Huntsman Corporation2016 Stock Incentive Plan and the Huntsman Corporation Stock Incentive Plan, as amended and restated (together, the “Prior Plans”), remain in effect for outstanding awards granted pursuant to the Prior Plans, butno further awards* maybe granted under the Prior Plans. Under the2025* Stock Incentive Plan we* maygrant nonstatutory stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, cash awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options maybe granted solely to employees. The terms of the grants under the2025* Stock Incentive Plan and the Prior Plans are fixed at the grant date. As of* December 31, 2025,we had approximately 4.6 million shares remaining under the2025* Stock Incentive Plan available for grant. See “Note24. Stock-Based Compensation Plan.”

International Plans

International employees are covered by various post-employment arrangements consistent with local practices and regulations. Such obligations are included in other long-term liabilities in our consolidated balance sheets.

20**. INCOME TAXES**

The following is a summary of U.S. and non-U.S. provisions for current and deferred income tax expense from continuing operations (dollars in millions):

We have elected to prospectively adopt ASUNo. 2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures.*

The following provides a disaggregation of income taxes paid, net of refunds received, by U.S. federal and state income taxes and foreign income taxes for the year ended* December 31, 2025in accordance with the guidance in ASUNo.* 2023-09 (dollars in millions):

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The following schedules reconcile the differences between U.S. federal income taxes at the U.S. statutory rate to our provision for income taxes from continuing operations for the year ended* December 31,*2025 in accordance with the guidance in ASUNo. 2023-09 (dollars in millions):

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The following schedules reconcile the differences between U.S. federal income taxes at the U.S. statutory rate to our provision for income taxes from continuing operations for the years ended* December 31, 2024and2023* in accordance with the guidance prior to the adoption of ASUNo. 2023-09 (dollars in millions):

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During2024, the weighted average statutory rate for countries with pre-tax income (primarily our operations in China (25% statutory rate) and Luxembourg (25% statutory rate)) was offset by the weighted average statutory rate for countries with pre-tax losses, resulting in a net tax benefit of $4 million as compared to the 21% U.S. statutory rate reflected in the reconciliation above. During2023, the weighted average statutory rate for countries with pre-tax income (primarily our operations in China (25% statutory rate), Germany (30% statutory rate) and Luxembourg (25% statutory rate)) was offset by the weighted average statutory rate for countries with pre-tax losses, resulting in an immaterial difference as compared to the 21% U.S. statutory rate reflected in the reconciliation above. The amounts for2025 are reflected in the reconciliations of2025 above.

Under the U.S. Tax Reform Act’s global intangible low-taxed income (“GILTI”) provision, our non-U.S. operations are generally subject to U.S. tax. We have elected to treat the GILTI as a current-period expense when incurred. The stated purpose of the GILTI rules is to generate additional U.S. tax related to income in non-U.S. jurisdictions, which incur less than a blended14% (13.125% for years before2025) non-U.S. tax rate. Our non-U.S. income is subject to a blended rate greater than14% and13.125%; however, in practice, the GILTI regulations result in additional tax liability from expense allocations which limit our ability to utilize foreign tax credits against the GILTI inclusion. For2024 and2023, we incurred a tax benefit of $6 million and tax expense of $3 million, respectively, resulting from these expense allocations, net of other U.S. taxation on foreign operations and foreign tax credits. The amounts for2025 are reflected in the reconciliations of2025 above.

On* July 4, 2025,the U.S. enacted tax reform legislation through the One Big Beautiful Bill Act (“OBBBA”). Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, changes to the interest expense limitation and other changes to the U.S. taxation of profits derived from foreign operations. OBBBA didnot* have a material impact on our consolidated financial statements.

The components of (loss) income from continuing operations before income taxes were as follows (dollars in millions):

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Components of deferred income tax assets and liabilities were as follows (dollars in millions):

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We evaluate deferred tax assets to determine whether it is more likely thannot that they will be realized. Valuation allowances are reviewed each period on a tax jurisdiction basis and analyzed to determine whether there is sufficient positive or negative evidence to support a change in judgment about the realizability of the related deferred tax assets. These conclusions require significant judgment. In evaluating the objective evidence that historical results provide, we consider cumulative income or losses during the applicablethree-year period. Cumulative losses incurred over thethree-year period limit our ability to consider other evidence such as our projections for the future. Our judgments regarding valuation allowances are also influenced by factors outside of business results, including the costs and risks associated with any tax planning associated with utilizing a deferred tax asset.

During2025, we recorded a discrete release of valuation allowances of approximately $8 million following the announced closure of our Moers, Germany facility. As a result of our Moers facility closure, there is sufficient positive evidence that the applicable Germany tax filing group (without our Moers facility) is more likely thannot to realize the group deferred tax assets. We anticipate that the losses from our Moers facility closure will more likely thannot be unavailable to any of our continuing German tax filing groups and we continue to have a full valuation allowance against these net deferred tax assets. The valuation allowance of $10 million on the entire net deferred tax asset of the German tax filing group that included our Moers, Germany facility, was established in2024 due to the negative economic conditions that led to the facility closure. During2025 and2024, we also established $9 million and $13 million of significant valuation allowances, respectively, on certain net deferred tax assets in Luxembourg as a result of changes in estimated future taxable income resulting from decreased intercompany receivables and, therefore, decreased income in Luxembourg, our primary treasury center outside of the U.S. We also had miscellaneous non-significant valuation allowance establishments totaling $4 million in2025 and $6 million in2024. We established a $14 million valuation allowance against the entire net deferred tax asset in the U.K. as of* December 31, 2023.*

We have gross net operating losses (“NOLs”) of $1,344 million ($319 million tax-effected) in various non-U.S. jurisdictions. While the majority of the non-U.S. NOLs haveno expiration date, $62 million ($11 million tax-effected) have a limited life (of which $11 million ($3 million tax-effected) are subject to a valuation allowance), of whichnone are scheduled to expire in2026. We hadno NOLs expire unused in2025.

We have gross U.S. federal NOLs of $440 million ($92 million tax-effected), the majority of which arenot subject to expiration. We expect to be able to utilize all of these NOLs, and therefore they arenot subject to a valuation allowance.

Included in the $1,344 million of gross non-U.S. NOLs is $151 million ($36 million tax-effected) attributable to our Luxembourg entities. As of* December**31,* 2025, due to the uncertainty surrounding the realization of the benefits of these losses, there is a valuation allowance of $24 million against these net tax-effected NOLs of $36 million.

We have $9 million tax-effected federal and state capital loss carryovers, all of which are subject to a valuation allowance. Our capital loss carryovers* mayonly be utilized against capital gains and have a5*-year carryforward period, generally expiring at the end of2028.

We have gross U.S. federal deferred interest deductions of $219 million ($46 million tax-effected), which are limited to deduction of30% of taxable EBITDA and donot expire. We expect to be able to utilize all of these deferred interest deductions and, therefore, they arenot subject to a valuation allowance. We also have deferred interest deductions in the Netherlands of $80 million tax-effected, which are limited to a deduction of24.5% of taxable EBITDA, and which are subject to a full valuation allowance.

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Uncertainties regarding expected future income in certain jurisdictions could affect the realization of deferred tax assets in those jurisdictions and result in additional valuation allowances in future periods, or, in the case of unexpected pre-tax earnings, the release of valuation allowances in future periods.

The following is a summary of changes in our valuation allowances (dollars in millions):

The following is a reconciliation of our unrecognized tax benefits (dollars in millions):

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As of* December 31, 2025and2024*, the amount of unrecognized tax benefits (not including interest and penalties) which, if recognized, would affect the effective tax rate is $5 million and $2 million, respectively.

During2025, we concluded and settled tax examinations in the U.S. (federal and various states), China, France, Germany and Hong Kong. During2024, we concluded and settled tax examinations in the U.S. (federal and various states), Belgium, China, Germany and Italy. During2023, we concluded and settled tax examinations in the U.S. (federal and various states), Germany, Indonesia, Singapore and Thailand.

During2025, for unrecognized tax benefits that impact tax expense, we recorded a net increase in unrecognized tax benefits with a corresponding income tax expense (not including interest and penalties) of $3 million. During2024, for unrecognized tax benefits that impact tax expense, we recordedno net change. During2023, for unrecognized tax benefits that impact tax expense, we recorded a net decrease in unrecognized tax benefits with a corresponding income tax benefit (not including interest and penalties) of $1 million.

We recognized accrued interest related to unrecognized tax benefits in income tax expense as provided below (dollars in millions):

We conduct business globally, and as a result, we file income tax returns in U.S. federal, various U.S. state and various non-U.S. jurisdictions. The following table summarizes the tax years that remain subject to examination by major tax jurisdictions:

Certain of our U.S. and non-U.S. income tax returns are currently under various stages of audit by applicable tax authorities and the amounts ultimately agreed upon in resolution of the issues raised* may*differ materially from the amounts accrued.

In connection with the provisions of U.S. Tax Reform, all non-U.S. earnings have generally been subject to U.S. tax and* maybe repatriated without incurring additional U.S. tax liability. Such repatriation maypotentially be subject to limited foreign withholding taxes. We have accrued withholding taxes in countries where we do intend to repatriate some or all of the local retained earnings. For all other amounts and countries, we intend to continue to invest our retained earnings indefinitely and thereforenot* incur any significant additional taxes on those amounts.

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21**. COMMITMENTS AND CONTINGENCIES**

Purchase Commitments

We have various purchase commitments extending through2043 for materials, supplies and services entered into in the ordinary course of business. Included in these purchase commitments are contracts which require minimum volume purchases that extend beyondone year or are renewable annually and have been renewed in2025. Certain contracts allow for changes in minimum required purchase volumes in the event of a temporary or permanent shutdown of a facility. The contractual purchase prices for substantially all of these contracts are variable based upon market prices, subject to annual negotiations. We have estimated our contractual obligations by using the terms of our current pricing for each contract. As of* December 31,*2025, we had unconditional purchase commitments of approximately $7,359 million, of which approximately $1,772 million will be paid in2026, $1,371 million in2027, $1,053 million in2028, $862 million in2029 and $835 million in2030.

We also have a limited number of contracts which require a minimum payment even ifno volume is purchased. We believe that all of our purchase obligations will be utilized in our normal operations. We made minimum payments of $2 million, $4 million and $4 million for the years ended* December 31, 2025,*2024 and2023, respectively, under such take or pay contracts without taking the product.

Legal Matters

On* February 6, 2025,the Louisiana Supreme Court affirmed the jury verdict and district court judgment in our favor in our long-running court battle against Praxair/Linde,one of the industrial gas suppliers to our Geismar, Louisiana MDI manufacturing site, and entered a damages award consistent with Huntsman’s expert witness testimony at trial. The case was filed after Praxair refused to maintain properly its own Geismar facility and then repeatedly failed to supply our requirements for industrial gases needed to manufacture MDI under long-term supply contracts that expired in2013.* During thefirst quarter of2025, we received a final award of approximately $66 million, which included mandatory pre-judgment and post-judgment interest of approximately $23.5 million. We recognized income related to this matter of approximately $33 million, net of legal fees, during thefirst quarter of2025. We expect to pay cash taxes related to this matter of approximately $8 million in future years.

We are a party to various other proceedings instituted by private plaintiffs, governmental authorities and others arising under provisions of applicable laws, including various environmental, products liability and other laws. We donot believe that the outcome of any of these matters will have a material effect on our financial condition, results of operations or liquidity.

22**. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS**

EHS Capital Expenditures

We* mayincur future costs for capital improvements and general compliance under EHS laws, including costs to acquire, maintain and repair pollution control equipment. For the years ended December 31, 2025,2024 and2023, our capital expenditures for EHS matters totaled $37 million, $27 million and $30 million, respectively. Because capital expenditures for these matters are subject to evolving regulatory requirements and depend, in part, on the timing, promulgation and enforcement of specific requirements, our capital expenditures for EHS matters have varied significantly from year to year and we cannot provide assurance that our recent expenditures are indicative of future amounts we may*spend related to EHS and other applicable laws.

Environmental Reserves

We have accrued liabilities relating to anticipated environmental cleanup obligations, site reclamation and closure costs and known penalties. Liabilities are recorded when potential liabilities are either known or considered probable and can be reasonably estimated. Our liability estimates are calculated using present value techniques as appropriate and are based upon requirements placed upon us by regulators, available facts, existing technology and past experience. The environmental liabilities donot include amounts recorded as asset retirement obligations. We had accrued $16 million and $15 million for environmental liabilities as of* December 31, 2025and2024*, respectively. Of these amounts, $11 million and $6 million were classified as accrued liabilities in our consolidated balance sheets as of* December 31, 2025and2024*, respectively, and $5 million and $9 million were classified as other noncurrent liabilities in our consolidated balance sheets as of* December 31, 2025and2024*, respectively. In certain cases, our remediation liabilities* maybe payable over periods of up to 30 years. We mayincur losses for environmental remediation in excess of the amounts accrued; however, we arenot* able to estimate the amount or range of such potential excess.

Environmental** Matters**

Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, a current or former owner or operator of real property in the U.S.* maybe liable for remediation costs regardless of whether the release or disposal of hazardous substances was in compliance with law at the time it occurred, and a current owner or operator maybe liable regardless of whether it owned or operated the facility at the time of the release. Outside the U.S., analogous contaminated property laws can hold past owners and/or operators liable for remediation at former facilities. Currently, there are approximatelysix former facilities orthird*-party sites in the U.S. for which we have been notified of potential claims against us for cleanup liabilities, including, butnot limited to, sites listed under CERCLA. Based on current information and past experiences at other CERCLA sites, we donot expect thesethird-party claims to have a material impact on our consolidated financial statements.

Under the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and similar state laws, we* maybe required to remediate contamination originating from our properties. Similar laws exist in a number of non-U.S. locations in which we currently operate, or previously operated, manufacturing facilities. Some of our manufacturing sites have an extended history of industrial chemical manufacturing and use, including on-site waste disposal. We are aware of soil, groundwater or surface contamination from past operations at some of our sites, and we may*find contamination at other sites in the future. For example, our Geismar, Louisiana facility is the subject of ongoing remediation requirements imposed under RCRA.

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23**. HUNTSMAN CORPORATION STOCKHOLDERS’ EQUITY**

Share Repurchase Program

On* October 26, 2021,our Board of Directors approved a new share repurchase program of $1 billion. On March 25, 2022,our Board of Directors increased the authorization of our share repurchase program from $1 billion to $2 billion. The share repurchase program is supported by our free cash flow generation. Repurchases maybe made in the open market, including through accelerated share repurchase programs, or in privately negotiated transactions. Shares of common stock acquired through the repurchase program are held in treasury at cost. During the year ended December 31,2025, we didnot repurchase any shares of our common stock under this program. As of December 31,*2025, we have approximately $547 million remaining under the authorization of our existing share repurchase program.

Dividends on Common Stock

The following tables represent dividends on common stock for our Company for the years ended* December 31, 2025and2024* (dollars in millions, except per share payment amounts):

24**. STOCK-BASED COMPENSATION PLAN**

On* April 30, 2025,our stockholders approved the2025* Stock Incentive Plan, which reserved 4.65 million shares for issuance. The Prior Plans remain in effect for outstanding awards granted pursuant to the Prior Plans, butno further awards* maybe granted under the Prior Plans. Under the2025* Stock Incentive Plan we* maygrant nonstatutory stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, cash awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options maybe granted solely to employees. The terms of the grants under the2025* Stock Incentive Plan and the Prior Plans are fixed at the grant date. As of* December 31, 2025,we had approximately 4.6 million shares remaining under the2025* Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Outstanding stock-based awards generally vest over athree-year period.

The compensation cost under the2016 Stock Incentive Plan and the Prior Plan for our Company and Huntsman International were as follows (dollars in millions):

The total income tax benefit recognized in the statements of operations for stock-based compensation arrangements wasnil, $2 million and $3 million for the years ended* December 31, 2025,*2024 and2023, respectively.

Stock Options

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted averages of the assumptions utilized for all stock options granted during the year. During the years ended* December 31, 2025,*2024 and2023, no stock options were granted.

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A summary of stock option activity under the2016 Stock Incentive Plan and the Prior Plan as of* December 31,*2025 and changes during the year then ended is presented below:

As of* December 31,*2025, there wasno unrecognized compensation cost related to nonvested stock option arrangements granted under the2016 Stock Incentive Plan and the Prior Plan.

During the years ended* December 31, 2025,2024 and2023, the total intrinsic value of stock options exercised was approximatelynil, $1 million and $3 million, respectively. Cash received from stock options exercised during the years ended December 31, 2025,2024 and2023 was approximatelynil, nil and $5 million, respectively. The cash tax benefit from stock options exercised during each of the years ended December 31, 2025,*2024 and2023 was approximatelynil.

Nonvested Shares

Nonvested shares granted under the2016 Stock Incentive Plan and the Prior Plan consist of restricted stock and performance share unit awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash. The fair value of each restricted stock and phantom stock award is estimated to be the closing stock price of Huntsman’s stock on the date of grant.

For our performance share unit awards, the performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer group for thethree-year performance periods. The fair value of each performance share unit award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the years ended* December 31, 2025,2024 and2023, the weighted-average expected volatility rate was 30.0%,31.8% and 37.6%, respectively, and the weighted average risk-free interest rate was 4.30%,4.39% and 4.38%, respectively. For the performance share unit awards granted during the year ended December 31, 2025,*2024 and2023, the number of shares earned varies based upon the Company achieving certain performance criteria over athree-year performance period.

A summary of the status of our nonvested shares as of* December 31,*2025 and changes during the year then ended is presented below:

As of* December**31,* 2025, there was $29 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan and the Prior Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.7 years. The value of share awards that vested during the years ended* December 31, 2025,*2024 and2023 was $26 million, $24 million and $28 million, respectively.

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25. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of other comprehensive income (loss) and changes in accumulated other comprehensive loss by component were as follows (dollars in millions): ​

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Items of other comprehensive income (loss) of our Company and our consolidated affiliates have been recorded net of tax, with the exception of the foreign currency translation adjustments related to subsidiaries with earnings permanently reinvested. The tax effect is determined based upon the jurisdiction where the income or loss was recognized and is net of valuation allowances.

26**. RELATED PARTY TRANSACTIONS**

Our consolidated financial statements include the following transactions with our affiliatesnot otherwise disclosed (dollars in millions):

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27. OPERATING SEGMENT INFORMATION

We derive our revenues, earnings and cash flows from the manufacture and sale of a wide variety of diversified organic chemical products. We have three operating segments, which are also our reportable operating segments: Polyurethanes, Performance Products and Advanced Materials. We have organized our business and derived our operating segments around differences in product lines.

The major products of each reportable operating segment are as follows:

Sales between segments are generally recognized at external market prices and are eliminated in consolidation. We use adjusted EBITDA to measure the financial performance of our global business units and for reporting the results of our operating segments. This measure includes all operating items relating to the businesses. The adjusted EBITDA of operating segments excludes items that principally apply to our Company as a whole. The following schedules include revenues, significant segment expenses and adjusted EBITDA for each of our reportable operating segments (dollars in millions).

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HUNTSMAN CORPORATION (PARENT ONLY)

Schedule I—Condensed Financial Information of Registrant

BALANCE SHEETS

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STATEMENTS OF OPERATIONS

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STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

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STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Millions, Except Share Amounts)

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STATEMENTS OF CASH FLOWS

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NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Pursuant to rules and regulations of the SEC, the parent only condensed financial information of Huntsman Corporation do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP in the U.S. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included under Item 8 in this Form 10-K.