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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 150 added, 123 removed, 688 unchanged (28% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Current assets:

6 unchanged sentences

Property, plant and equipment (less accumulated depreciation of $ 5,487.7 , $ 5,189.2 and $ 5,120.4 )

2,205.1 2,328.4 2,343.4

Operating lease assets, net 298.3 302.2 309.3

23 unchanged sentences

issued and outstanding, 114.1 , 115.7 and 116.6 shares

114.1 115.7 116.6

Accumulated other comprehensive loss ( 462.2 ) ( 450.1 ) ( 466.2 )

8 unchanged sentences

($ in millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Restructuring charges 2.9 7.9 14.3 23.0

Other operating (expense) income ( 0.2 ) — ( 0.2 ) 0.2

Other operating income 0.4 0.6 0.2 0.8

Operating income 82.8 15.5 161.8 249.2

5 unchanged sentences

Income tax (benefit) provision ( 2.2 ) — ( 5.3 ) 36.8

Net (loss) income ( 2.8 ) 72.3 ( 1.6 ) 120.1

Net loss attributable to noncontrolling interests ( 1.5 ) ( 1.9 ) ( 1.7 ) ( 2.7 )

Net (loss) income attributable to Olin Corporation $ ( 1.3 ) $ 74.2 $ 0.1 $ 122.8

Net (loss) income attributable to Olin Corporation per common share:

Net income (loss) 43.7 ( 25.2 ) 42.1 94.9

Net income (loss) attributable to noncontrolling interests 0.9 ( 0.3 ) ( 0.8 ) ( 3.0 )

Net income (loss) attributable to Olin Corporation $ 42.8 $ ( 24.9 ) $ 42.9 $ 97.9

Net income (loss) attributable to Olin Corporation per common share:

Basic $ 0.37 $ ( 0.21 ) $ 0.37 $ 0.83

7 unchanged sentences

($ in millions)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net (loss) income $ ( 2.8 ) $ 72.3 $ ( 1.6 ) $ 120.1

Net income (loss) $ 43.7 $ ( 25.2 ) $ 42.1 $ 94.9

Other comprehensive (loss) income, net of tax:

3 unchanged sentences

Total other comprehensive (loss) income, net of tax ( 10.8 ) 7.8 ( 12.1 ) 30.1

Comprehensive (loss) income ( 23.6 ) 88.0 ( 2.9 ) 142.4

Comprehensive loss attributable to noncontrolling interests ( 1.5 ) ( 1.9 ) ( 1.7 ) ( 2.7 )

Comprehensive (loss) income attributable to Olin Corporation $ ( 22.1 ) $ 89.9 $ ( 1.2 ) $ 145.1

Comprehensive income (loss) 32.9 ( 17.4 ) 30.0 125.0

Comprehensive income (loss) attributable to noncontrolling interests 0.9 ( 0.3 ) ( 0.8 ) ( 3.0 )

Comprehensive income (loss) attributable to Olin Corporation $ 32.0 $ ( 17.1 ) $ 30.8 $ 128.0

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.

2 unchanged sentences

($ in millions, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

19 unchanged sentences

Balance at beginning of period 2,294.0 2,492.6 2,357.5 2,583.7

Net (loss) income attributable to Olin Corporation ( 1.3 ) 74.2 0.1 122.8

Net income (loss) attributable to Olin Corporation 42.8 ( 24.9 ) 42.9 97.9

Common stock dividends paid ( 22.8 ) ( 23.3 ) ( 68.8 ) ( 70.9 )

4 unchanged sentences

Balance at beginning of period 30.6 33.2 32.3 35.9

Net loss attributable to noncontrolling interest ( 1.5 ) ( 1.9 ) ( 1.7 ) ( 2.7 )

Net income (loss) attributable to noncontrolling interest 0.9 ( 0.3 ) ( 0.8 ) ( 3.0 )

Balance at end of period 31.5 32.9 31.5 32.9

5 unchanged sentences

($ in millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

Net (loss) income $ ( 1.6 ) $ 120.1

Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by (used for) operating activities:

Net income $ 42.1 $ 94.9

Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:

Depreciation and amortization 395.9 388.9

32 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 0.6 —

Net increase in cash and cash equivalents 48.2 11.8

Net (decrease) increase in cash and cash equivalents ( 35.3 ) 55.6

Cash and cash equivalents, beginning of year 175.6 170.3

54 unchanged sentences

Pretax restructuring charges related to these actions include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and the write-off of equipment and facilities.

The following table summarizes the 2025 and 2024 restructuring activity by component and the remaining balances in accrued restructuring costs as of June 30, 2025 and 2024:

The following table summarizes the 2025 and 2024 restructuring activity by component and the remaining balances in accrued restructuring costs as of September 30, 2025 and 2024:

Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Total

4 unchanged sentences

Second quarter — 1.7 5.1 6.8

Third quarter — 2.9 5.0 7.9

Amounts utilized ( 8.4 ) ( 9.9 ) ( 18.4 ) ( 36.7 )

Balance at June 30, 2024 $ 3.4 $ 12.8 $ — $ 16.2

Balance at September 30, 2024 $ 2.4 $ 11.4 $ — $ 13.8

Balance at January 1, 2025 $ 3.1 $ 5.2 $ — $ 8.3

2 unchanged sentences

Second quarter 3.8 — 3.6 7.4

Third quarter 0.6 — 2.3 2.9

Amounts utilized ( 4.2 ) ( 1.7 ) ( 8.1 ) ( 14.0 )

Balance at June 30, 2025 $ 5.6 $ 0.1 $ — $ 5.7

The following table summarizes the cumulative restructuring charges for each segment, by component, through June 30, 2025:

Balance at September 30, 2025 $ 4.9 $ 3.7 $ — $ 8.6

The following table summarizes the cumulative restructuring charges for each segment related to the restructuring and optimization efforts summarized above, by component, through September 30, 2025:

Chlor Alkali Products and Vinyls Epoxy Total

5 unchanged sentences

Total cumulative restructuring charges $ 128.9 $ 111.8 $ 240.7

As of June 30, 2025, we have incurred cumulative restructuring-related cash expenditures of $ 152.2 million and non-cash charges of $ 79.9 million.

As of September 30, 2025, we have incurred cumulative restructuring-related cash expenditures of $ 152.2 million and non-cash charges of $ 79.9 million related to our restructuring actions.

The remaining accrued restructuring liability of $ 8.6 million is expected to be paid out through 2027.

1 unchanged sentence

EARNINGS PER SHARE

Basic and diluted net (loss) income attributable to Olin Corporation per share are computed by dividing net (loss) income attributable to Olin Corporation by the weighted-average number of common shares outstanding.

Diluted net (loss) income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

Three Months Ended June 30, Six Months Ended June 30,

Basic and diluted net income (loss) attributable to Olin Corporation per share are computed by dividing net income (loss) attributable to Olin Corporation by the weighted-average number of common shares outstanding.

Diluted net income (loss) attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Computation of Earnings per Share (In millions, except per share data)

Net (loss) income attributable to Olin Corporation $ ( 1.3 ) $ 74.2 $ 0.1 $ 122.8

Net income (loss) attributable to Olin Corporation $ 42.8 $ ( 24.9 ) $ 42.9 $ 97.9

Weighted-average common shares - basic 114.4 116.9 114.9 118.4

4 unchanged sentences

Diluted $ 0.37 $ ( 0.21 ) $ 0.37 $ 0.81

The computation of dilutive shares does not include 5.7 million and 2.0 million shares for the three months ended June 30, 2025 and 2024, respectively, and 4.0 million and 2.0 million shares for the six months ended June 30, 2025 and 2024, respectively, as their effect would have been anti-dilutive.

The computation of dilutive shares does not include 3.8 million and 3.3 million shares for the three months ended September 30, 2025 and 2024, respectively, and 3.8 million and 1.9 million shares for the nine months ended September 30, 2025 and 2024, respectively, as their effect would have been anti-dilutive.

ACCOUNTS RECEIVABLE

Our condensed balance sheets includes the following amounts within receivables, net:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Accounts Receivable ($ in millions)

1 unchanged sentence

Other receivables (1)

92.8 94.6 94.5

(1) Other receivables primarily relates to indirect taxes in foreign jurisdictions.

Inventories consisted of the following:

June 30, 2025 December 31,

2024 June 30, 2024

September 30, 2025 December 31,

2024 September 30, 2024

Inventories ($ in millions)

7 unchanged sentences

Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end;

therefore, the condensed financial statements at June 30, 2025, reflect certain estimates relating to inventory quantities and costs at December 31, 2025.

The replacement cost of our inventories would have been approximately $ 160.5 million, $ 151.4 million and $ 166.1 million higher than reported at June 30, 2025, December 31, 2024 and June 30, 2024, respectively.

therefore, the condensed financial statements at September 30, 2025, reflect certain estimates relating to inventory quantities and costs at December 31, 2025.

The replacement cost of our inventories would have been approximately $ 150.7 million, $ 151.4 million and $ 167.9 million higher than reported at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.

Included in other assets were the following:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Other Assets ($ in millions)

4 unchanged sentences

Other assets $ 1,170.4 $ 1,185.1 $ 1,131.5

For the six months ended June 30, 2024 payments of $ 46.7 million were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 20.9 million and $ 18.3 million for the three months ended June 30, 2025 and 2024, respectively, and amortization expense of $ 41.8 million and $ 36.6 million for the six months ended June 30, 2025 and 2024, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

For the nine months ended September 30, 2024, payments of $ 58.6 million were made under other long-term supply contracts for energy modernization projects in the U.S.

Amortization expense of $ 20.9 million and $ 18.3 million for the three months ended September 30, 2025 and 2024, respectively, and amortization expense of $ 62.7 million and $ 54.9 million for the nine months ended September 30, 2025 and 2024, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

Investments in Non-consolidated Affiliates

Olin Corporation and Plug Power, Inc.

have a joint venture named Hidrogenii, LLC (Hidrogenii), a strategic partnership which aims to leverage the strengths of both companies to advance hydrogen production and utilization.

have a joint venture named Hidrogenii, LLC (Hidrogenii), a strategic partnership that aims to leverage the strengths of both companies to advance hydrogen production and utilization.

The joint venture began with the construction of a 15-ton-per-day hydrogen liquefaction plant in St.

3 unchanged sentences

The following table summarizes our investments in non-consolidated affiliates:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Investments in Non-consolidated Affiliates ($ in millions)

3 unchanged sentences

Balance at end of period $ 21.8

(1) Includes the impact of Olin’s portion of the investment tax credit of $ 22.0 million, which is the basis difference between our equity ownership of Hidrogenii and Olin’s investment, and will be recognized over the useful life of the underlying operational assets.

(1) Represents the impact of Olin’s portion of the investment tax credit of $ 22.0 million, which is the basis difference between our equity ownership of Hidrogenii and Olin’s investment, and will be recognized over the useful life of the underlying operational assets.

GOODWILL AND INTANGIBLE ASSETS

5 unchanged sentences

Acquisition activity — — ( 0.3 ) ( 0.3 )

Foreign currency translation adjustment ( 0.2 ) ( 0.1 ) — ( 0.3 )

Balance at June 30, 2024 (1)

Balance at September 30, 2024 (1)

$ 1,276.1 $ 145.2 $ 2.4 $ 1,423.7

3 unchanged sentences

Foreign currency translation adjustment ( 0.1 ) — — ( 0.1 )

Balance at June 30, 2025 (1)

Balance at September 30, 2025 (1)

$ 1,276.3 $ 144.8 $ 4.8 $ 1,425.9

1 unchanged sentence

Intangible assets consisted of the following:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net

6 unchanged sentences

Long-term loans, notes and other financing obligations, consisted of the following:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Financing Obligations ($ in millions)

1 unchanged sentence

9.50 % senior notes, due 2025 (2025 Notes)

$ — $ 108.6 $ 108.6

5.125 % senior notes, due 2027 (2027 Notes)

— 500.0 500.0

5.625 % senior notes, due 2029

669.3 669.3 669.3

5.00 % senior notes, due 2030

515.3 515.3 515.3

6.625 % senior notes, due 2033 (2033 Notes)

19 unchanged sentences

The 2025 Revolving Credit Facility includes a $ 100.0 million letter of credit subfacility.

At June 30, 2025, we had $ 1,164.6 million available under our 2025 Revolving Credit Facility because we had $ 35.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

At September 30, 2025, we had $ 1,169.6 million available under our 2025 Revolving Credit Facility because we had $ 30.0 million borrowed under the facility and issued $ 0.4 million of letters of credit.

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $ 108.6 million 2025 Notes, redeem the $ 500.0 million 2027 Notes, refinance the then-existing 2022 Senior Credit Facility, comprised of $ 505.0 million of borrowings under the 2022 Revolving Credit Facility and $ 332.5 million of borrowings under the 2022 Term Loan Facility, and pay related fees and expenses.

We were in compliance with all covenants and restrictions under all our outstanding debt agreements as of June 30, 2025, and no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured.

We were in compliance with all covenants and restrictions under all our outstanding debt agreements as of September 30, 2025, and no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured.

In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities.

1 unchanged sentence

The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the 2025 Senior Credit Facility and the 2024 Receivables Financing Agreement (defined below).

As of June 30, 2025, there were no covenants or other restrictions that limited our ability to borrow.

As of September 30, 2025, there were no covenants or other restrictions that limited our ability to borrow.

Receivables Financing Agreements

2 unchanged sentences

In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the 2025 Senior Credit Facility.

As of June 30, 2025, December 31, 2024 and June 30, 2024, we had $ 465.0 million, $ 475.0 million and $ 298.8 million, respectively, drawn under the Receivables Financing Agreements.

As of June 30, 2025, $ 609.3 million of our trade receivables were pledged as collateral and we had $ 35.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement.

As of September 30, 2025, December 31, 2024 and September 30, 2024, we had $ 470.0 million, $ 475.0 million and $ 339.8 million, respectively, drawn under the Receivables Financing Agreements.

As of September 30, 2025, $ 617.0 million of our trade receivables were pledged as collateral and we had $ 28.0 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base.

As part of the 2024 Receivables Financing Agreement, we terminated our then-existing trade accounts receivable factoring arrangements (AR Facilities), under which certain of our domestic and international subsidiaries could sell their accounts receivable.

1 unchanged sentence

Financing Cash Flows

During the six months ended June 30, 2025 and 2024, activity of our outstanding debt included:

Six Months Ended June 30,

During the nine months ended September 30, 2025 and 2024, activity of our outstanding debt included:

Nine Months Ended September 30,

Long-term Debt Borrowings (Repayments) ($ in millions)

14 unchanged sentences

Other Financing

Interest expense for the six months ended June 30, 2025 included $ 3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

For the six months ended June 30, 2025, we paid debt issuance costs of $ 12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.

Interest expense for the nine months ended September 30, 2025 included $ 3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

For the nine months ended September 30, 2025, we paid debt issuance costs of $ 12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.

PENSION PLANS AND RETIREMENT BENEFITS

8 unchanged sentences

Pension Benefits Other Postretirement Benefits

Three Months Ended June 30, Three Months Ended June 30,

Three Months Ended September 30, Three Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Amortization of prior service cost ( 0.2 ) ( 0.2 ) 0.3 ( 0.2 )

Recognized actuarial loss 1.6 1.8 0.1 0.3

Recognized actuarial loss (gain) 1.4 1.6 — ( 0.1 )

Net periodic benefit (income) cost $ ( 4.3 ) $ ( 5.2 ) $ 0.8 $ ( 0.1 )

Pension Benefits Other Postretirement Benefits

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Net periodic benefit (income) cost $ ( 13.4 ) $ ( 16.8 ) $ 1.8 $ 1.7

We made cash contributions to our international qualified defined benefit pension plans of $ 0.6 million and $ 0.8 million for the six months ended June 30, 2025 and 2024, respectively.

The effective tax rate for the three months ended June 30, 2025 included a net $ 3.3 million tax benefit, primarily associated with U.S.

federal investment tax credits and a release of valuation allowances on domestic state net operating losses

and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2025 of 10.3 % was lower than the 21.0 % U.S.

federal statutory rate primarily due to state income tax, favorable permanent salt depletion deductions, non-taxable exchange rate results and a favorable foreign rate differential, partially offset by foreign income inclusions.

The effective tax rate for the three months ended June 30, 2024 included a net $ 0.6 million tax benefit, primarily associated with stock-based compensation and U.S.

federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the three months ended June 30, 2024 of 25.8 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions.

The effective tax rate for the six months ended June 30, 2025 included a net $ 2.9 million tax benefit primarily associated with U.S.

federal investment tax credits and a release of valuation allowances on domestic state net operating losses and tax credits, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2025 of 4.3 % was lower than the 21.0 % U.S.

The effective tax rate for the six months ended June 30, 2024 included a net $ 3.3 million tax benefit, primarily associated with stock-based compensation and U.S.

federal tax credits purchased at a discount, partially offset by an expense from prior year tax positions and a change in tax contingencies.

Excluding these items, the effective tax rate for the six months ended June 30, 2024 of 25.6 % was higher than the 21.0 % U.S.

federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions.

In August 2022, the Inflation Reduction Act (the IRA) was enacted and provides various beneficial credits for energy efficient related manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy, which we are evaluating in regard to planned projects.

In the second quarter of 2025, Olin realized $ 22.0 million of investment tax credits via its Hidrogenii joint venture interest and recorded a tax benefit of $ 2.6 million.

We made cash contributions to our international qualified defined benefit pension plans of $ 0.6 million and $ 0.9 million for the nine months ended September 30, 2025 and 2024, respectively.

The tax benefit for the three months ended September 30, 2025 was $ 2.2 million, resulting in a negative effective tax rate of 5.3 %.

The effective rate was lower than the 21.0 % U.S.

federal statutory rate, primarily due to U.S.

federal tax credits and

favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies.

The tax benefit for the three months ended September 30, 2024 was $ 0.0 million, resulting in an effective tax rate of 0.0 %.

The effective rate was lower than the 21.0 % U.S.

federal statutory rate, primarily due to state income tax, foreign income inclusions, a change in tax contingencies and remeasurement of deferred taxes due to an increase in our state effective tax rates, partially offset by favorable permanent salt depletion deductions and benefit from prior year tax positions.

The tax benefit for the nine months ended September 30, 2025 was $ 5.3 million, resulting in a negative effective tax rate of 14.4 %.

The effective rate was lower than the 21.0 % U.S.

federal statutory rate, primarily due to U.S.

federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions and a change in tax contingencies.

Tax expense for the nine months ended September 30, 2024 was $ 36.8 million, resulting in an effective tax rate of 27.9 %.

The effective rate was higher than the 21.0 % U.S.

federal tax credits purchased at a discount and a benefit associated with stock-based compensation.

We account for non-refundable tax credits in accordance with ASC 740, Income Taxes, recognizing a decrease to our income tax expense.

Refundable tax credits are accounted for outside the scope of ASC 740, and treated by analogy to government grants, using International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, recognizing such grants when the Company has reasonable assurance that it will comply with the grant’s conditions and that the grant will be received.

In August 2022, the Inflation Reduction Act (IRA) was enacted and provides various beneficial credits for energy efficient related manufacturing, transportation and fuels, hydrogen/carbon recapture and renewable energy.

In the second quarter of 2025, Olin realized $ 22.0 million of investment tax credits related to the IRA via its Hidrogenii joint venture interest and recorded a tax benefit of $ 2.6 million.

In the third quarter of 2025, Olin determined that it qualified for the clean hydrogen production tax credit under Section 45V as part of the IRA.

As a result, Olin recorded a $ 32.0 million reduction to cost of goods sold primarily related to Section 45V.

The Company expects to continue to qualify for Section 45V through 2032.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.

This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, modifications to depreciation deductions and impacts on energy tax credits.

While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended June 30, 2025, the Company is evaluating the potential impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.

Specific potential impacts that are being assessed include effects on future tax expense, cash flows from operations due to new deductions, or potential impacts on investment decisions.

Further details on the impact of this legislation will be provided as the evaluation progresses.

As of June 30, 2025, we had $ 22.3 million of gross unrecognized tax benefits, which would have impacted the effective tax rate, if recognized.

Due to a decrease in taxable income from changes to depreciation methods, business interest deductions and research and development, Olin recorded a $ 2.5 million tax expense in the third quarter of 2025 associated with the valuation allowance on foreign tax credits which are no longer expected to be utilized before their expiration date.

As of September 30, 2025, we had $ 31.8 million of gross unrecognized tax benefits, which would have impacted the effective tax rate, if recognized.

The amounts of unrecognized tax benefits were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Unrecognized Tax Benefits ($ in millions)

6 unchanged sentences

Balance at end of period $ 31.8 $ 55.9

As of June 30, 2025, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 9.5 million over the next twelve months.

As of September 30, 2025, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 9.7 million over the next twelve months.

The anticipated reduction primarily relates to expected settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation.

20 unchanged sentences

Our contributions to the defined contribution plan were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Employee Retirement Savings Plan Expense ($ in millions)

Employee Retirement Savings Plan ($ in millions)

Company Contribution $ 9.7 $ 8.0 $ 29.8 $ 27.4

Company Match 4.2 3.2 12.7 10.5

Total expense $ 14.1 $ 12.5 $ 28.6 $ 26.7

Total contributions $ 13.9 $ 11.2 $ 42.5 $ 37.9

STOCK-BASED COMPENSATION

1 unchanged sentence

Stock-based compensation expense was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

26 unchanged sentences

Restricted Stock Units

During the six months ended June 30, 2025 and 2024, Olin granted restricted stock units of 452,863 and 219,500 , respectively, at a weighted average grant date fair value per share of $ 26.96 and $ 56.99 , respectively.

During the nine months ended September 30, 2025 and 2024, Olin granted restricted stock units of 529,283 and 220,500 , respectively, at a weighted average grant date fair value per share of $ 26.15 and $ 56.94 , respectively.

The fair value of each restricted stock unit was estimated on the date of grant using the current stock price.

1 unchanged sentence

Stock Options

During the six months ended June 30, 2025, Olin granted no stock options.

During the six months ended June 30, 2024, Olin granted stock options of 601,157 at a weighted-average grant date fair value per option of $ 24.79 and a weighted-average exercise price of $ 53.43 .

During the nine months ended September 30, 2025, Olin granted no stock options.

During the nine months ended September 30, 2024, Olin granted 606,157 of stock options at a weighted-average grant date fair value per option of $ 24.79 and a weighted-average exercise price of $ 53.43 .

The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model.

3 unchanged sentences

The 2024 Repurchase Authorization and 2022 Repurchase Authorization will terminate upon the purchase of $ 1.3 billion and $ 2.0 billion of common stock, respectively.

For the six months ended June 30, 2025 and 2024, 1.2 million and 3.9 million shares, respectively, of common stock were repurchased and retired at a total value of $ 30.3 million and $ 211.4 million, respectively.

As of June 30, 2025, a cumulative total of 26.3 million shares of common stock have been repurchased and retired at a total value of $ 1,331.1 million under the 2022 Repurchase Authorization program, and $ 668.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program.

As of June 30, 2025, there have been no repurchases under the 2024 Repurchase Authorization program and $ 1.3 billion remained available.

We issued less than 0.1 million and 0.8 million shares representing stock options exercised for the six months ended June 30, 2025 and 2024, respectively, with a total value of $ 1.9 million and $ 21.7 million, respectively.

For the nine months ended September 30, 2025 and 2024, 1.7 million and 4.9 million shares, respectively, of common stock were repurchased and retired at a total value of $ 40.4 million and $ 256.8 million, respectively.

As of September 30, 2025, a cumulative total of 26.8 million shares of common stock have been repurchased and retired at a total value of $ 1,341.1 million under the 2022 Repurchase Authorization program, and $ 658.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program.

As of September 30, 2025, there have been no repurchases under the 2024 Repurchase Authorization program and $ 1.3 billion remained available.

We issued less than 0.1 million and 0.9 million shares representing stock options exercised for the nine months ended September 30, 2025 and 2024, respectively, with a total value of $ 2.1 million and $ 22.6 million, respectively.

The following table represents the activity included in accumulated other comprehensive loss:

5 unchanged sentences

Second quarter ( 2.5 ) 17.1 — 14.6

Third quarter 2.3 ( 1.0 ) — 1.3

Reclassification adjustments of losses into income

1 unchanged sentence

Second quarter — 5.3 1.9 7.2

Third quarter — 7.2 1.1 8.3

Tax provision

1 unchanged sentence

Second quarter — ( 5.6 ) ( 0.5 ) ( 6.1 )

Third quarter — ( 1.5 ) ( 0.3 ) ( 1.8 )

Net change ( 2.5 ) 29.2 3.4 30.1

Balance at June 30, 2024 $ ( 44.5 ) $ 6.1 $ ( 435.6 ) $ ( 474.0 )

Balance at September 30, 2024 $ ( 42.2 ) $ 10.8 $ ( 434.8 ) $ ( 466.2 )

Balance at January 1, 2025 $ ( 45.9 ) $ 7.8 $ ( 412.0 ) $ ( 450.1 )

2 unchanged sentences

Second quarter ( 2.2 ) ( 13.5 ) — ( 15.7 )

Third quarter ( 9.6 ) ( 11.3 ) — ( 20.9 )

Reclassification adjustments of (gains) losses into income

1 unchanged sentence

Second quarter — ( 12.8 ) 1.5 ( 11.3 )

Third quarter — 8.5 1.5 10.0

Tax (provision) benefit

1 unchanged sentence

Second quarter — 6.5 ( 0.3 ) 6.2

Third quarter — 0.6 ( 0.5 ) 0.1

Net change ( 13.0 ) ( 2.2 ) 3.1 ( 12.1 )

Balance at June 30, 2025 $ ( 49.3 ) $ 7.8 $ ( 409.9 ) $ ( 451.4 )

Balance at September 30, 2025 $ ( 58.9 ) $ 5.6 $ ( 408.9 ) $ ( 462.2 )

Cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.

15 unchanged sentences

Sales are attributed to geographic areas based on the customer location.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

5 unchanged sentences

Restructuring charges — — — ( 2.9 ) ( 2.9 )

Other operating expense

— — — ( 0.2 ) ( 0.2 )

Other operating income — — — 0.4 0.4

Interest expense — — — ( 46.8 ) ( 46.8 )

10 unchanged sentences

Total sales $ 924.0 $ 349.6 $ 439.6 $ — $ 1,713.2

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

5 unchanged sentences

Restructuring charges — — — ( 14.3 ) ( 14.3 )

Other operating expense

— — — ( 0.2 ) ( 0.2 )

Other operating income — — — 0.2 0.2

Interest expense — — — ( 142.1 ) ( 142.1 )

10 unchanged sentences

Total sales $ 2,828.0 $ 1,012.5 $ 1,275.2 $ — $ 5,115.7

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

5 unchanged sentences

Restructuring charges — — — ( 7.9 ) ( 7.9 )

Other operating income — — — 0.6 0.6

Interest expense — — — ( 48.4 ) ( 48.4 )

10 unchanged sentences

Total sales $ 871.6 $ 285.1 $ 432.8 $ — $ 1,589.5

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

18 unchanged sentences

Total sales $ 2,676.5 $ 944.1 $ 1,248.2 $ — $ 4,868.8

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

12 unchanged sentences

Total sales $ 1,713.2 $ 1,589.5 $ 5,115.7 $ 4,868.8

(1) For the three months ended June 30, 2025 and 2024, revenue recognized over time represented $ 94.4 million and $ 37.8 million, respectively, and for the six months ended June 30, 2025 and 2024, revenue recognized over time represented $ 152.9 million and $ 57.6 million, respectively, associated with governmental contracts within our Winchester business.

(1) For the three months ended September 30, 2025 and 2024, revenue recognized over time represented $ 90.4 million and $ 63.0 million, respectively, and for the nine months ended September 30, 2025 and 2024, revenue recognized over time represented $ 243.3 million and $ 120.6 million, respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 155.2 million, $ 156.5 million and $ 155.3 million at June 30, 2025, December 31, 2024 and June 30, 2024, respectively, of which $ 125.2 million, $ 126.5 million and $ 123.3 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were $ 4.8 million and $ 6.4 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.8 million and $ 12.2 million for the six months ended June 30, 2025 and 2024, respectively.

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $ 154.7 million, $ 156.5 million and $ 154.2 million at September 30, 2025,

December 31, 2024 and September 30, 2024, respectively, of which $ 124.7 million, $ 126.5 million and $ 122.2 million, respectively, were classified as other noncurrent liabilities.

Environmental provisions charged to income, which are included in costs of goods sold, were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Environmental Expense ($ in millions)

Provisions charged to income $ 5.5 $ 7.2 $ 15.3 $ 19.4

Insurance recoveries (1)

( 1.0 ) — ( 1.0 ) —

Environmental expense $ 4.5 $ 7.2 $ 14.3 $ 19.4

(1) Insurance recoveries for costs incurred and expensed in prior periods.

Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs.

2 unchanged sentences

We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities.

As of June 30, 2025, December 31, 2024 and June 30, 2024, our condensed balance sheets included accrued liabilities for these other legal actions of $ 18.8 million, $ 19.7 million and $ 12.5 million, respectively.

As of September 30, 2025, December 31, 2024 and September 30, 2024, our condensed balance sheets included accrued liabilities for these other legal actions of $ 18.7 million, $ 19.7 million and $ 14.1 million, respectively.

These liabilities do not include costs associated with legal representation.

19 unchanged sentences

The counterparties to the forward contracts are large financial institutions;

however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position, cash flows or results of operations.

however, the risk of loss to us in the event of nonperformance by a counterparty could

be significant to our financial position, cash flows or results of operations.

We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Notional Value - Foreign Currency ($ in millions)

4 unchanged sentences

We had the following notional amounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Notional Value - Commodity ($ in millions)

3 unchanged sentences

Total notional $ 234.2 $ 204.5 $ 207.2

As of June 30, 2025, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.

As of September 30, 2025, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.

We use cash flow hedges for certain raw material and energy costs such as copper, zinc, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process.

At June 30, 2025, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on June 30, 2025, we would have recognized a pretax gain of $ 10.2 million.

If commodity prices were to remain at June 30, 2025 levels, approximately $ 5.7 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.

At September 30, 2025, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on September 30, 2025, we would have recognized a pretax gain of $ 7.4 million.

If commodity prices were to remain at September 30, 2025 levels, approximately $ 3.7 million of deferred gains, net of tax, would be reclassified into earnings during the next twelve months.

The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.

3 unchanged sentences

We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps.

There were no outstanding interest rate swaps at June 30, 2025, December 31, 2024 and June 30, 2024.

There were no outstanding interest rate swaps at September 30, 2025, December 31, 2024 and September 30, 2024.

Financial Statement Impacts

2 unchanged sentences

The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets:

June 30, 2025 December 31, 2024 June 30, 2024

September 30, 2025 December 31, 2024 September 30, 2024

Balance Sheet Location ($ in millions)

16 unchanged sentences

Amount of Gain (Loss) for the

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

14 unchanged sentences

If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability.

As of June 30, 2025, December 31, 2024 and June 30, 2024, this threshold was not exceeded.

As of September 30, 2025, December 31, 2024 and September 30, 2024, this threshold was not exceeded.

In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.

FAIR VALUE MEASUREMENTS

Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor.

settle the liability with the creditor.

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters.

20 unchanged sentences

Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt are based on current market rates for debt of similar risk and maturities and is classified as Level 2 in the fair value measurement hierarchy.

As of June 30, 2025, December 31, 2024 and June 30, 2024, the fair value measurements of debt were $ 2,989.0 million, $ 2,779.0 million and $ 2,717.3 million, respectively.

As of September 30, 2025, December 31, 2024 and September 30, 2024, the fair value measurements of debt were $ 3,012.4 million, $ 2,779.0 million and $ 2,887.5 million, respectively.

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2025, December 31, 2024 or June 30, 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of September 30, 2025, December 31, 2024 or September 30, 2024.

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-Q

Item 1. Financial Statements