What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-22 · 51 added, 29 removed, 192 unchanged (29% of the section changed)

6 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3 unchanged sentences

The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to the information contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are the Committees of our Board?” in our Proxy Statement.

We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2022 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.

We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings

“MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2023 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.

We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct.

5 unchanged sentences

We incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the heading “CERTAIN BENEFICIAL OWNERS” in our Proxy Statement, and the information concerning beneficial ownership of our common stock by our directors and officers under the heading “SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS” in our Proxy Statement by reference in this Report.

We also incorporate the table entitled “EQUITY COMPENSATION PLAN INFORMATION” included under the heading ITEM 2—“PROPOSAL TO APPROVE THE OLIN CORPORATION 2021 LONG TERM INCENTIVE PLAN” in our Proxy Statement by reference in this Report.

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)(1)

Equity compensation plans approved by security holders (2) 7,511,121 (3) $ 24.65 (3) 7,684,482

Equity compensation plans not approved by security holders N/A N/A N/A

Total 7,511,121 $ 24.65 (3) 7,684,482

(1) Number of shares is subject to adjustment for changes in capitalization for stock splits and stock dividends and similar events.

(2) Consists of the 2000 Long Term Incentive Plan, the 2003 Long Term Incentive Plan, The 2006 Long Term Incentive Plan, the 2009 Long Term Incentive Plan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan, the 2018 Long Term Incentive Plan, the 2021 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.

(3) Includes:

• 5,980,236 shares issuable upon exercise of options with a weighted-average exercise price of $25.88, and a weighted-average remaining term of 6.6 years,

• 220,260 shares issuable under restricted stock unit grants, with a weighted-average remaining term of 1.1 years,

• 1,067,400 shares issuable in connection with outstanding performance share awards, with a weighted-average term of 1.8 years remaining in the performance measurement period, and

• 243,225 shares under the 1997 Stock Plan for Non-employee Directors which represent stock grants for retainers, other board and committee fees and dividends on deferred stock under the plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

1 unchanged sentence

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , St.

Louis, MO , Auditor Firm ID:

We incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under the heading ITEM 4—“PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in our Proxy Statement by reference in this Report.

14 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of Olin Corporation as amended effective April 24, 2020—Exhibit 3.1 to Olin’s Form 8-K filed April 28, 2020 *

3.2 Bylaws of Olin Corporation as amended effective April 23, 2020—Exhibit 3.2 to Olin’s Form 8-K filed April 28, 2020 *

3.2 Bylaws of Olin Corporation as amended effective September 30, 2021—Exhibit 3.1 to Olin’s Form 8-K filed September 30, 2021 *

4.1 Description of Olin Corporation Securities registered under Section 12 of the Exchange Act

4.2 Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U.

4.2 Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U.S.

Bank National Association, as trustee—Exhibit 4.1 to Olin’s Form 8-K filed October 20, 2010 *

1 unchanged sentence

4.4 Bond Purchase Agreement dated October 14, 2010 between The Industrial Development Authority of Washington County, Olin Corporation and PNC Bank, National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K filed October 20, 2010 *

4.5 Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U.

4.5 Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U.S.

Bank National Association—Exhibit 4.1 to Olin’s Form 8-K filed December 10, 2010 *

1 unchanged sentence

Bank National Association—Exhibit 4.1 to Olin’s Form 8-K filed August 9, 2012 *

4.7 Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U.

4.7 Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U.S.

Bank National Association—Exhibit 4.1 to Olin’s Form 8-K filed August 22, 2012 *

4.8 Fourth Supplemental Indenture dated as of March 9, 2017 between Olin Corporation and U.

4.8 Fourth Supplemental Indenture dated as of March 9, 2017 between Olin Corporation and U.S.

Bank National Association—Exhibit 4.3 to Olin’s Form 8-K filed March 9, 2017 *

4.9 Fifth Supplemental Indenture dated January 16, 2018 between Olin Corporation and U.

4.9 Fifth Supplemental Indenture dated January 16, 2018 between Olin Corporation and U.S.

Bank National Association, as trustee, governing the Senior Notes—Exhibit 4.1 to Olin’s Form 8-K filed January 19, 2018 *

4.10 Sixth Supplemental Indenture dated July 16, 2019 between Olin Corporation and U.

4.10 Sixth Supplemental Indenture dated July 16, 2019 between Olin Corporation and U.S.

Bank National Association, as trustee, governing the Senior Notes—Exhibit 4.1 to Olin’s Form 8-K filed July 16, 2019 *

20 unchanged sentences

4.23 Ninth Amendment dated May 8, 2020 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.1 to Olin’s Form 8-K filed May 11, 2020 *

4.24 Tenth Amendment to Amended and Restated Credit and Funding Agreement, dated as of February 24, 2021, among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as Administrative Agent—Exhibit 4.1 to Olin’s Form 8-K filed March 1, 2021 *

4.25 Eleventh Amendment dated August 30, 2021 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.1 to Olin’s Form 10-Q filed October 22, 2021 *

4.26 Form of 5.50% Senior Notes due 2022—Exhibit 4.2 to Olin’s Form 8-K filed August 22, 2012 *

4.27 Forward Purchase Agreement dated as of March 9, 2017, among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent—Exhibit 4.1 to Olin’s Form 8-K filed March 9, 2017 *

4.28 First Amendment dated August 30, 2021 to Forward Purchase Agreement dated March 9, 2017, among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association , as administrative agent—Exhibit 4.2 to Olin’s Form 10-Q filed October 22, 2021 *

4.29 Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U.S.

14 unchanged sentences

Bank National Association, as trustee, governing the 9.500% Senior Notes due 2025—Exhibit 4.4 to Olin’s Form 10-Q filed November 5, 2020 *

4.37 Second Supplemental Indenture dated September 30, 2020 between Olin Corporation, as issuer, as issuer, and U.S.

Bank National Association, as trustee, governing the 9.500% Senior Notes due 2025—Exhibit 4.1 to Olin’s Form 8-K filed November 16, 2021 *

4.38 Form of 9.75% Senior Notes due 2023—Exhibit 4.5 (included in Exhibit 4.1) to Olin’s Form 8-K filed October 5, 2015 *

16 unchanged sentences

4.50 Amendment No.

5 dated December 28, 2020 to Receivables Financing Arrangement and Reaffirmation of Performance Guaranty dated December 20, 2016 among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto

4.51 Amendment No.

6 dated February 24, 2021 to Receivables Financing Arrangement and Reaffirmation of Performance Guaranty dated December 20, 2016 among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto—Exhibit 4.1 to Olin’s Form 10-Q filed April 28, 2021 *

4.52 Amendment No.

7 dated September 28, 2021 to Receivables Financing Agreement dated December 20, 2016 among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto—Exhibit 10.1 to Olin’s Form 8-K filed September 29, 2021 *

4.53 Amendment No.

8 dated January 20, 2022 to Receivables Financing Agreement dated December 20, 2016 among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto

10.1 Senior Executive Pension Plan amended and restated effective October 24, 2008—Exhibit 10.1 to Olin’s Form 10-Q filed October 27, 2008 *

2 unchanged sentences

10.4 Olin Corporation Severance Plan for Section 16(b) Officers effective January 27, 2019—Exhibit 10.2 to Olin’s Form 8-K filed December 14, 2018 *

10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through January 1, 2020—Exhibit 10(f) to Olin's Form 10-K filed February 25, 2020 *

10.6 Description of Restricted Stock Unit Awards granted under one of Olin's Long Term Incentive Plans

10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through October 27, 2021

10.6 Description of Restricted Stock Unit Awards granted under one of Olin's Long Term Incentive Plans—Exhibit 10.6 to Olin’s Form 10-K filed February 22, 2021 *

10.7 Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008—Exhibit 10.2 to Olin’s Form 10-Q filed October 27, 2008 *

6 unchanged sentences

10.14 Amended and Restated Olin Corporation 2018 Long Term Incentive Plan codified as of January 27, 2019—Exhibit 10.7 to Olin’s Form 8-K filed January 30, 2019 *

10.15 Amended and Restated Olin Corporation 2021 Long Term Incentive Plan codified as of April 22, 2021—Exhibit 10.1 to Olin’s Form 8-K/A filed April 26, 2021 *

10.16 Olin Corporation 2022 Short Term Incentive Program dated December 10, 2021—Exhibit 10.1 to Olin’s Form 8-K filed December 10, 2021 *

10.16 Performance Share Program as amended through April 22, 2020—Exhibit 10.1 to Olin’s Form 10-Q filed August 7, 2020 *

10.17 Performance Share Program adopted February 22, 2022—Exhibit 99.1 to Olin’s Form 8-K filed February 24, 2022 *

10.18 Cooperation Agreement between Olin Corporation and Sachem Head Capital Management LP dated February 29, 2020—Exhibit 10.1 to Olin’s Form 8-K filed March 2, 2020 *

6 unchanged sentences

10.24 Form of Restricted Stock Unit and Performance Restricted Stock Unit Award Certificate and Description for Mr.

F laugher granted under Olin 2018 Long Term Incentive Plan

Flaugher granted under Olin 2018 Long Term Incentive Plan—Exhibit 10.23 to Olin’s Form 10-K filed February 22, 2021 *

10.25 Restricted Stock Award to Damian Gumpel dated December 10, 2021 and related Description—Exhibit 10.2 to Olin’s Form 8-K filed December 10, 2021 *

10.26 Summary of Stock Option/Performance Share Continuation Provisions for Olin Employees as amended effective August 20, 2019—Exhibit 10.1 to Olin’s Form 8-K filed August 22, 2019 *

21 unchanged sentences

10.44 First Amendment dated December 20, 2019 to Credit Agreement dated July 16, 2019 among Olin Corporation, Blue Cube Spinco, LLC, the Lenders and Issuing Banks as named therein and Wells Fargo Bank, National Association—Exhibit 10.1 to Olin’s Form 8-K filed December 20, 2019 *

10.43 Second Amendment dated May 8, 2020 to C redit Agreement dated July 16, 2019 among Olin Corporation, Blue Cube Spinco, LLC, the Lenders and Issuing Banks as named therein and Wells Fargo Bank, National Association—Exhibit 10.1 to Olin’s Form 8-K filed May 11, 2020 *

10.45 Second Amendment dated May 8, 2020 to Credit Agreement dated July 16, 2019 among Olin Corporation, Blue Cube Spinco, LLC, the Lenders and Issuing Banks as named therein and Wells Fargo Bank, National Association—Exhibit 10.1 to Olin’s Form 8-K filed May 11, 2020 *

10.46 Third Amendment to Credit Agreement, dated as of February 24, 2021, among Olin Corporation, the guarantors party thereto, the Lenders and Issuing Banks (as defined therein) and Bank of America, N.A., as Administrative Agent—Exhibit 10.1 to Olin's Form 8-K filed March 1, 2021 *

10.47 Guaranty Agreement dated October 5, 2015 among Blue Cube Spinco Inc., Olin Corporation and Wells Fargo Bank, National Association, as administrative agent—Exhibit 10.2 to Olin’s Form 8-K filed October 5, 2015 *

4 unchanged sentences

10.50 Incremental Term Loan Agreement dated November 3, 2015 among Olin Corporation, Blue Cube Spinco Inc., the Lenders as named therein and Sumitomo Mitsui Banking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K filed November 9, 2015 *

11 Computation of Per Share Earnings (included in Note 5 “Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8)

21 Subsidiaries of Olin Corporation

22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities—Exhibit 22 to Olin’s Form 10-Q filed November 5, 2020 *

23 Consent of KPMG LLP

2 unchanged sentences

32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer

101.INS XBRL Instance Document**

101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document)

101.SCH XBRL Taxonomy Extension Schema Document

7 unchanged sentences

1-1070 unless otherwise indicated.

**The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline eXtensible Business Reporting Language (iXBRL) document.

The consolidated financial statements and notes thereto contained in Part II, Item 8 were formatted in iXBRL in this Annual Report on Form 10-K.

Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.

5 unchanged sentences

/s/ Scott Sutton

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

February 24, 2022

1 unchanged sentence

Signature Title Date

/s/ SCOTT SUTTON President and Chief Executive Officer (Principal Executive Officer) and Director February 22, 2021

FISCHER Executive Chairman and Director February 22, 2021

/s/ SCOTT SUTTON Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director February 24, 2022

ALDERMAN Director February 24, 2022

2 unchanged sentences

Director February 24, 2022

Director February 22, 2021

/s/ MATTHEW S.

DARNALL Director February 24, 2022

FERGUSON Director February 24, 2022

BARNES HAUPTFUHRER Director February 22, 2021

Barnes Hauptfuhrer

Director February 22, 2021

SHIPP Director February 24, 2022

/s/ VINCENT J.

Director February 22, 2021

/s/ WILLIAM H.

WEIDEMAN Director February 24, 2022

ANTHONY WILL Director February 24, 2022

WILLIAMS Director February 24, 2022

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures