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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2025
Huntsman Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-32427 |
|
42-1648585 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
10003 Woodloch Forest Drive The Woodlands, Texas (Address of principal executive offices) |
|
|
|
77380
(Zip Code) |
Huntsman International LLC
(Exact name of registrant as specified in its charter)
| Delaware |
|
333-85141 |
|
87-0630358 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
10003 Woodloch Forest Drive The Woodlands, Texas (Address of principal executive
offices) |
|
|
|
77380 (Zip Code) |
Registrant’s telephone number, including
area code:
(281) 719-6000
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered pursuant to Section 12(b) of the Act:
| Registrant |
|
Title of each class |
|
Trading Symbol |
|
Name of each exchange
on which
registered |
| Huntsman Corporation |
|
Common Stock, par value $0.01 per share |
|
HUN |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK |
0001089748 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2025-12-29 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Entity Emerging Growth Company |
false |
| Co-Registrant City area code |
281 |
| Co-Registrant Local Phone Number |
719-6000 |
Item 1.01. Entry into a Material Definitive Agreement.
On December 29, 2025, Huntsman International LLC
(“Huntsman International”) entered into Master Amendment No. 13 to the U.S. Receivables Loan Agreement and Transaction Documents
(the “U.S. A/R Program Amendment 13”), among Huntsman International, Huntsman Receivables Finance II LLC, VANTICO GROUP S.à
r.1., as master servicer, The Toronto-Dominion Bank (“TD”), as successor administrative agent and successor collateral agent,
and the other financial institutions party thereto.
The U.S. A/R Program Amendment 13, among
other things, replaces PNC Bank, National Association with TD as administrative agent and collateral agent, among other
responsibilities, increases the lender commitments to $180 million, extends the maturity date to December 29, 2028, and makes certain
other amendments to the existing U.S. accounts receivable securitization program.
The parties had previously entered into
Master Amendment No. 12 to the U.S. Receivables Loan Agreement dated December 10, 2025 (the “U.S. A/R Program Amendment
12”) pursuant to which TD was designated as an issuing bank.
The foregoing does not constitute a complete summary
of the terms of the U.S. A/R Program Amendment 12 or the U.S. A/R Program Amendment 13. The description of the terms of the U.S. A/R
Program Amendment 13 is qualified in its entirety by reference to such agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The Company deems the U.S. A/R Program Amendment 12 to be an immaterial amendment and intends to file the amendment
with its upcoming Annual Report on Form 10-K.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are being filed as part of this report:
| Exhibit Number |
|
Description |
| 10.1 |
|
Master Amendment No. 13 to the U.S. Receivables Loan Agreement, U.S. Servicing Agreement, U.S. Receivables Purchase Agreement and Transaction Documents, dated as of December 29, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HUNTSMAN CORPORATION |
| |
HUNTSMAN INTERNATIONAL LLC |
| |
|
| |
/s/ Claire Mei |
| |
Vice President and Treasurer |
Dated: January 5, 2026