Huntsman Corporation filed a Form 8-K with the Securities and Exchange Commission on August 17, 2026, supplementing its joint proxy statement/prospectus in connection with its proposed merger with Olin Corporation and disclosing stockholder complaints filed in New York and Missouri.

Key Highlights

  • Merger agreement date: Huntsman and Olin Corporation entered into an Agreement and Plan of Merger on June 15, 2026.
  • Stockholder votes scheduled: Special meetings for both Huntsman stockholders and Olin shareholders are set for August 25, 2026.
  • Complaints filed: Two complaints were filed in the Supreme Court of the State of New York on July 30, 2026, and one complaint was filed in the Circuit Court of Cole County, Missouri on August 11, 2026, relating to the merger.
  • Supplemental financial data: Lazard used net debt and other items of approximately $2,804 million for Olin and approximately $1,908 million for Huntsman, each as of March 31, 2026, in its discounted cash flow analyses.
  • Diluted shares figure disclosed: Lazard used fully diluted shares outstanding of 117.506 million to 117.9 million in its analyses (as disclosed in the supplement).
  • Board recommendation unchanged: The Huntsman board continues to unanimously recommend stockholders vote "FOR" the Huntsman merger proposal, the advisory compensation proposal, and the adjournment proposal.

Huntsman Supplements Proxy Disclosures and Discloses Merger-Related Litigation

According to the filing, Huntsman Corporation (NYSE:HUN) filed this Form 8-K current report to voluntarily amend and supplement the joint proxy statement/prospectus previously filed in connection with its proposed merger of equals with Olin Corporation. The filing states that the supplemental disclosures are provided "solely in order to avoid the risk of delaying or otherwise adversely affecting the consummation of the Merger and to minimize the expense and distraction of defending such actions." The filing explicitly notes that "nothing in the supplemental disclosures set forth below should be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein."

The filing discloses three complaints related to the merger. The two Huntsman Complaints, styled Jackson v. Huntsman Corporation et al. (Index No. 654468/2026) and Thompson v. Huntsman Corporation et al. (Index No. 654474/2026), were filed in the Supreme Court of the State of New York by purported Huntsman stockholders on July 30, 2026. Both allege, among other things, that the joint proxy statement/prospectus omitted certain material information and assert claims for negligent misrepresentation and concealment under New York law. A separate complaint, Palmer v. Babcock, et al. (No. 26AC-CC00452), was filed in the Circuit Court of Cole County, Missouri on August 11, 2026, by purported Olin shareholders, alleging violations of the Missouri Securities Act and omissions in the joint proxy statement/prospectus. According to the filing, "Huntsman, Olin and the other defendants believe that the allegations in the Complaints and the Huntsman Demands are without merit."

The substantive supplement amends the discounted cash flow analysis section attributed to Lazard, Olin's financial advisor, adding language clarifying that discount rates were selected "taking into account business mix, end-market exposure and other market and macroeconomic factors." The supplement also adds net debt figures used by Lazard: approximately $2,804 million for Olin and approximately $1,908 million for Huntsman, each as of March 31, 2026, along with fully diluted share counts used in deriving implied equity values per share.

What Was Disclosed

Huntsman filed a current report supplementing merger proxy disclosures, revealing three stockholder complaints, voluntary corrective disclosures to the Lazard financial analyses section, and net debt and diluted share figures used in the discounted cash flow analysis.