Huntsman (NYSE: HUN) CFO awarded stock, uses shares to cover tax

Rhea-AI Filing Summary

Huntsman Corporation Exec VP & CFO Philip M. Lister reported receiving a grant of 69,706 shares of restricted common stock under the 2025 Stock Incentive Plan. These shares vest in three equal annual installments beginning February 12, 2027. On February 13, 2026, shares totaling 1,579, 2,375 and 3,706 were automatically withheld at $13.21 per share to cover tax obligations upon restricted stock vesting. After these transactions, he held 129,256 shares directly and 123,213 shares indirectly in a trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lister Philip M.

(Last) (First) (Middle)

10003 WOODLOCH FOREST DRIVE

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Huntsman CORP [ HUN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A(1)		69,706	A	$0	136,916	D
Common Stock	02/13/2026		F		1,579(2)	D	$13.21	135,337	D
Common Stock	02/13/2026		F		2,375(2)	D	$13.21	132,962	D
Common Stock	02/13/2026		F		3,706(2)	D	$13.21	129,256	D
Common Stock								123,213	I	Held in Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of restricted stock granted under the Huntsman Corporation 2025 Stock Incentive Plan vest in three equal annual installments beginning February 12, 2027.

2. Shares automatically withheld upon vesting of restricted stock to satisfy tax withholding obligations.

Remarks:

	Rachel K. Muir, by Power of Attorney	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Huntsman (HUN) disclose about Philip M. Lister’s new stock grant?

Huntsman reported that Exec VP & CFO Philip M. Lister received 69,706 shares of restricted common stock. The grant was made under the 2025 Stock Incentive Plan and vests in three equal annual installments starting February 12, 2027.

How do the new restricted shares for Huntsman (HUN) CFO vest over time?

The 69,706 restricted shares granted to Huntsman’s CFO vest in three equal annual installments. Vesting begins on February 12, 2027, meaning one-third of the award becomes unrestricted each year over a three-year period.

What are the Form 4 tax-withholding transactions reported for Huntsman (HUN)?

On February 13, 2026, Huntsman’s CFO had multiple F-code transactions where shares were withheld at $13.21 per share. These dispositions were not open-market sales but shares automatically withheld to satisfy tax obligations upon restricted stock vesting.

How many Huntsman (HUN) shares does the CFO own after these transactions?

Following the reported grant and tax-withholding events, the CFO beneficially owned 129,256 Huntsman common shares directly. He also held 123,213 additional common shares indirectly through a trust, as shown in the ownership table.

What indirect Huntsman (HUN) holdings are reported for the CFO on this Form 4?

The Form 4 shows the CFO has 123,213 Huntsman common shares held indirectly in a trust. This trust holding is reported separately from his directly owned 129,256 shares, providing a fuller picture of his total beneficial ownership.