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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Huntsman Corporation (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
447011107 (CUSIP Number) |
Amy K. Smedley 10003 Woodloch Forest Drive, The Woodlands, TX, 77380 (281)719-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 447011107 |
| 1 |
Name of reporting person
Peter R. Huntsman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,905,173.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.09 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Beneficial ownership consists of (i) 7,156,341 shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer owned by Peter R. Huntsman (the "Reporting Person"), (ii) options to purchase 815,504 shares of Common Stock of the Issuer awarded by the Issuer to Mr. Huntsman in his capacity as President and Chief Executive Officer of the Issuer, and (iii) 933,328 shares of Common Stock held by P&B Capital, L.C. (""P&B"). The Reporting Person may be deemed the beneficial owner of the shares of Common Stock held by P&B for which he and his spouse are the only managers and members.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Huntsman Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
10003 Woodloch Forest Drive, The Woodlands,
TEXAS
, 77380. |
| Item 2. | Identity and Background |
| (a) | This Statement is filed by Peter R. Huntsman. |
| (b) | 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 |
| (c) | The principal occupation of the Reporting Person is serving as Chairman of the Board of Directors, President and Chief Executive Officer of the Issuer. The business address of the Reporting Person is 10003 Woodloch Forest Drive, The Woodlands, Texas 77380. |
| (d) | Neither the Reporting Person or P&B has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, neither the Reporting Person or P&B was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person used his personal funds as the source of funds in purchasing the securities beneficially owned by him. The Issuer also awarded shares of Common Stock and options to purchase Common Stock to the Reporting Person under the Issuer's equity incentive plans. | |
| Item 4. | Purpose of Transaction |
All of the shares of Common Stock reported herein were acquired for investment purposes.
The Reporting Person intends to evaluate his investment in the shares on a continual basis. The Reporting Person has no plans or proposals as of the date of this filing that relate to, or would result in, any of the actions enumerated in Item 4(a)-(j) of Schedule 13D. The Reporting Person may engage in communications with one or more stockholders, officers or directors of the Issuer and others, including but not limited to, discussions regarding the Issuer's operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D, including but not limited to debt or equity capital raising transactions, acquisitions, mergers, combinations and other strategic transactions. The Reporting Person reserves their right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions, including to cause or introduce strategic or corporate transactions involving the Issuer or any of its subsidiaries, or one or more of the types of transactions or have one or more the results described in Item 4(a)-(j) of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
The Reporting Person from time to time intends to review his investment in the Issuer on the basis of various factors, including whether various strategic transactions have occurred or may occur, the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person intends to take such actions in the future as they deem appropriate in light of the circumstances existing from time to time, which may include acquisitions of shares of Common Stock of the Issuer or disposal of all or any portion of shares of Common Stock of the Issuer acquired by the Reporting Person, either in the open market or privately negotiated transactions, with or without prior notice. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns an aggregate of 8,905,173 or 5.09% of the shares of Common Stock of the Issuer, which includes 7,156,341 shares of Common Stock, options to purchase 815,504 shares of Common Stock, and 933,328 shares of Common Stock of which the Reporting Person may be deemed the beneficial owner held by P&B. |
| (b) | The Reporting Person beneficially owns an aggregate of 8,905,173 of the shares of Common Stock of the Issuer, which includes 7,156,341 shares of Common Stock, options to purchase 815,504 shares of Common Stock for an aggregate of 7,971,845 shares of Common Stock, all of which the Reporting Person has the sole power to vote, direct the vote, dispose of or to direct the disposition of each of those shares. In addition, the Reporting Person may be deemed the beneficial owner of 933,328 shares of Common Stock held by P&B, of which he and his spouse are the only managers and members and for such shares of Common Stock. The Reporting Person and his spouse share power to vote, direct the vote, dispose of or to direct the disposition of each of those shares. |
| (c) | The Reporting Person exercised 241,496 options to purchase Common Stock of the Issuer on February 3, 2026. The Reporting Person acquired 372,268 shares of Common Stock of the Issuer on February 12, 2026, which were shares of restricted stock granted under the Issuer's 2025 Stock Incentive Plan and vest in three equal annual installments beginning February 12, 2027. The Reporting Person disposed of 16,804 shares of Common Stock as of February 13, 2026, disposed of 21,662 shares of Common Stock as of February 13, 2026, and disposed of another 19,184 shares of Common Stock also on February 13, 2026, all of which disposed shares were automatically withheld upon vesting of restricted stock to satisfy tax withholding obligations by the Reporting Person. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Power of Attorney for Peter R. Huntsman |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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