What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-20 · 80 added, 60 removed, 324 unchanged (30% of the section changed)

Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO.

Olin Corporation (Olin, the Company, we or our) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO.

We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S.

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All of our business segments are capital-intensive manufacturing businesses.

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented 55% of 2024 sales.

The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represented 54% of 2025 sales.

The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives, which represented 20% of 2025 sales.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, which represented 25% of 2024 sales.

military project revenue, which represented 26% of 2025 sales.

See our discussion of our segment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety of other organic and inorganic chemicals.

A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), both of which our Chlor Alkali Products and Vinyls segment produces.

A significant portion of chlorine production is consumed in the manufacturing of vinyls intermediates, EDC and VCM, both of which our Chlor Alkali Products and Vinyls segment produces.

A large portion of our EDC production is utilized in the production of VCM, but we are also one of the largest global participants in merchant EDC sales.

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These products, along with chlorinated organics products and epoxy resins, generally consume chlorine as a raw material creating downstream applications that upgrade the value of the ECU.

leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.

Our industry leadership in the production of chlorinated organics and epoxy resins, as well as other products, offers us multiple outlets for our captive chlorine.

Our products are delivered by pipeline, marine vessel, deep-water and coastal barge, railcar and truck.

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All intercompany accounts and transactions are eliminated in consolidation.

BWA brings together Mitsui's industry-leading global logistics, long-established supplier and customer relationships, and breadth of product portfolio with Olin's scale, North American export capability, extensive global terminal network, and production flexibility across the ECU portfolio.

On September 18, 2025, we announced a mutual decision with Mitsui to end our joint venture, BWA, by the end of 2025.

This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality.

On November 11, 2025, Olin announced a commercial arrangement with Braskem, one of the largest petrochemical companies in the Americas and the leading producer of PVC in South America, for Olin to supply EDC to Braskem, aligning with Braskem's transformation of its chlor alkali and vinyl assets in Brazil.

Olin Corporation and Plug Power, Inc.

have launched a joint venture named Hidrogenii, LLC.

launched a joint venture named Hidrogenii, LLC in 2024.

This strategic partnership 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.

Gabriel, LA with expected start of operation in early 2025.

Gabriel, LA which commenced operations in the second quarter 2025.

Hidrogenii is owned 50% by Plug Power LA JV, LLC, a wholly owned subsidiary of Plug Power, Inc.

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Stade, Germany Chlorine, ethylene dichloride, hydrogen chloride, methanol

Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for

Products/Services

Sodium hypochlorite

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Santa Fe Springs, CA Caustic soda, chlorine

Products & Services Major End Uses Plants & Facilities Major Raw Materials & Components for

Products/Services

Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water & wastewater treatment, brine treatment, artificial sweeteners, pharmaceuticals, food processing and ore & mineral processing Becancour, Canada

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The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allylics, such as allyl chloride (Allyl) and epichlorohydrin (EPI), resins such as liquid epoxy resins (LER) and solid epoxy resins (SER) and formulated solutions platform products such as converted epoxy resins (CER) and additives.

The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse emissions, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings.

The Epoxy segment serves a diverse array of applications, many of which are focused on improving sustainability and lowering greenhouse gas emissions, including wind energy, electrical laminates, consumer goods and composites, as well as numerous applications in civil engineering and protective coatings.

The Epoxy segment has important relationships with established customers, some of which span decades.

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Guaruja, Brazil*

Stade, Germany Bisphenol, caustic soda, epichlorohydrin

Stade, Germany

Bisphenol, caustic soda, epichlorohydrin

Formulated solutions platforms:

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Zhangjiagang, China Liquid epoxy resins, solid epoxy resins

* In December 2025, the Company made the decision to close our liquid epoxy resin manufacturing facility in Guarujá, Brazil.

The closure is expected to occur during the first quarter 2026.

Capitalize on Integrated Assets through Flexible Market Entry Points.

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We believe we are a leading U.S.

producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S.

Armed Forces.

producer of ammunition for recreational shooters, hunters, the U.S.

Armed Forces and law enforcement agencies.

Winchester also manufactures industrial products that have various applications in the construction industry and clay targets for recreational and competitive shooters.

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million.

The acquisition, which includes AMMO Inc.’s brass shellcase capabilities and its 185,000 square foot production facility located in Manitowoc, WI, is included in Olin’s Winchester segment.

On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc.

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The contract also allows for the production of certain ammunition for commercial customers.

The contract has an initial term of seven years and may be extended by the U.S.

Army for up to three additional years.

The contract has an initial term of seven years and has been extended by the U.S.

Army for three additional years.

Our contracts with the U.S.

military are subject to standard termination rights which generally include, without limitation, a right for the U.S.

Government to terminate the contract for convenience.

Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles, reloading components and industrial cartridges.

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Winchester was awarded the following long-term contracts to support the U.S.

military, and law enforcement:

military, its allies, and law enforcement:

• In 2021, the U.S.

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• In 2024, after completing a contract to design a 6.8mm Next Generation Squad Weapon (NGSW) ammunition manufacturing facility, the U.S.

Army awarded Winchester the contract to construct the facility at Lake City.

Also in 2024, U.S.

Army awarded Winchester the contract to construct the facility at Lake City, and in 2025, awarded Winchester the initial contract to purchase, install and test all equipment for the newly constructed facility.

In 2024, U.S.

Special Operations Command awarded Winchester and three other awardees contracts for numerous types of ammunition, and Canada’s Royal Canadian Mounted Police awarded Winchester a three-year contract for 9mm duty ammunition.

Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and 2022 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025.

• In 2025, Winchester signed a four-year contract from Canadian Border Services and Canadian Corrections for 9mm duty ammunition.

In 2025, Winchester also signed a multi-year contract with GTDS Europe B.V.

to support the Netherlands with 5.56mm and 7.62mm ammunition and signed a multi-year agreement with FN, the defense division of FN Browning Group, to support the Belgium Ministry of Defense with 5.56mm & 7.62mm ammunition.

Winchester’s new ammunition products continue to receive awards from major industry publications and organizations, with recent awards including American Rifleman magazine’s Golden Bullseye Award as “Ammunition Product of the Year” in 2025 and American Hunter magazine’s Golden Bullseye award as “Ammunition Product of the Year” in 2025.

The National Wild Turkey Federation chose Winchester to receive its 2024 Corporate Achievement Award in recognition of Winchester’s support of wild turkey conservation and the preservation of hunting heritage.

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Independence, MO*

Manitowoc, WI

Brass, lead, steel, plastic, propellant and explosives

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Independence, MO*

Oxford, MS Brass, lead, propellant, explosives

Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power &

concrete industries, powder-actuated tools in construction industry East Alton, IL

Manitowoc, WI

Brass, lead, propellant, explosives

Contracted project services U.S.

Army Independence, MO* Engineering and construction contracted services

Industrial products (8-gauge loads & powder-actuated tool loads) Maintenance applications in power & concrete industries, powder-actuated tools in construction industry

East Alton, IL

Oxford, MS Brass, lead, plastic, propellant, explosives

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Winchester will increase our value by strengthening our leadership position in small caliber ammunition through all of the customer segments that we serve.

With one of the world’s largest small caliber

ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our three production sites while capitalizing on Olin’s deep chemical expertise to expand our defense participation through synergies between ammunition and chemicals.

With one of the world’s largest small caliber ammunition manufacturing footprints, we will leverage employee engagement, engineering, and process excellence across our production sites while capitalizing on Olin’s deep chemical expertise to expand our defense participation through synergies between ammunition and chemicals.

We will drive further global brand awareness as ‘The American Legend’ — a longstanding highly-valued brand built on integrity, hard work, and customer loyalty.

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Approximately 32% of Olin’s 2025 sales were generated outside of the U.S., including 31% of our Chlor Alkali Products and Vinyls 2025 segment sales, 59% of our Epoxy 2025 segment sales and 13% of our Winchester 2025 segment sales.

See Note 19, “Segment Information,” of the notes to consolidated financial statements contained in Item 8, for geographic segment data.

See Note 19, “Segment Information,” of the notes to consolidated financial statements contained within Item 8—“Financial Statements and Supplementary Data,” for geographic segment data.

We are incorporating our segment information from that Note into this section of our Form 10-K.

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Products we sell to industrial or commercial users or distributors for use in the production of other products constitute a major part of our total sales.

We sell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell other products, such as chlorine and chlorinated organics, in substantial quantities to a relatively small number of industrial users.

quantities to a relatively small number of industrial users.

During 2025, no single customer accounted for more than 10% of sales.

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This industry includes large, diversified producers in North America and abroad, including multiple producers located in Europe, China and India.

Other large chlor alkali producers in North America include The

Occidental Petroleum Corporation, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Inc., a subsidiary of Shin-Etsu Chemical Co., Ltd.

Other large chlor alkali producers in North America include OxyChem, a former subsidiary of The Occidental Petroleum Corporation, which sold OxyChem to Berkshire Hathaway in January 2026, Westlake Chemical Corporation (Westlake), Formosa USA, and Shintech Incorporated (Shintech), a subsidiary of Shin-Etsu Chemical Co., Ltd.

We are a major global fully integrated epoxy producer, with access to key low-cost feedstocks and a cost advantaged infrastructure.

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HUMAN CAPITAL

Olin employees are key to the successful implementation and execution of our operating model and related strategies.

Annually, employees set goals that align with the Company’s strategic priorities and are “all-in” on demonstrating their achievement of those goals.

Our Olin values, programs and processes support a culture of inclusivity, engagement and elevated performance, reflecting our “all-in” culture.

Our established Lifting People core principles of creating meaningful opportunity and fulfillment for employees, providing robust communication and varied opportunities for connection, and fostering an environment of trust have enhanced the level of purposeful engagement at Olin.

In the marketplace for talent, our Lifting People focus is unique and differentiates us from our competitors.

Lifting People is about creating work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals.

We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which constitute a strong Olin employee value proposition.

In 2024, Olin employees increased their volunteerism hours by more than 25% over 2023, committing more than 70,000 hours toward volunteerism for organizations in our communities.

At Olin, our engaged workforce is the foundation of our success.

Olin employees drive the actions necessary for our Company to successfully execute our business strategies and effectively deliver for our shareholders.

Each year, our employees set goals that seek to align with the Company’s strategic priorities and then work to demonstrate their creativity, dedication and expertise to achieve those goals every day.

Our Olin values, programs and processes support a culture of collaboration, engagement and elevated performance, reflecting our “all-in” culture.

Olin’s resilience as a company is a product of a

workforce that brings their unique skills and perspectives, and a shared commitment to excellence to their jobs every day and propels our Company forward.

Our employees embody our “All In For Olin” culture.

Employee engagement is the catalyst that propels our Company.

To enhance the culture of purposeful engagement, Olin has created a platform around our “All In For Olin” values in an effort to create work environments for our global workforce that are inclusive, supportive, and empowering while encouraging and incentivizing the highest level of performance and accountability to deliver the results necessary to achieve our strategic goals.

We support our global workforce by providing competitive benefits and compensation, robust recognition and rewards, a variety of workplace flexibility options, support and resources for community engagement and volunteerism, and professional development programs and opportunities, all of which, we believe, constitute a strong Olin employee value proposition.

In 2025, Olin employees continued to demonstrate their commitment to the communities where our plants and offices are located by volunteering more than 56,000 hours to multiple organizations and causes.

To further support our employees who may be impacted by natural disasters, we established the Olin Employee Disaster Relief Fund to allow Olin employees to contribute funds to help fellow employees in need.

Olin matches these contributions up to $250,000 annually.

We commit to providing our employees with a safe and supportive environment and maintain a steadfast commitment to safely producing and distributing our products, which is fundamental to the achievement of our goals.

We commit to providing our employees with a safe and supportive environment and to maintaining a steadfast commitment to safely producing and distributing our products, which is fundamental to achieving our goals.

Our global workforce is committed to the We Care and Me Principles which focus on each individual’s responsibility for their own safety and that of others, on leading by example, on reinforcing positive behaviors and on elevating concerns.

To ensure we are attracting and retaining a talented workforce, which is vital to Olin’s ability to achieve our organizational goals and objectives, we have cultivated benefits and compensation structures that ensure our market competitiveness and supports a pay-for-performance philosophy.

Olin senior management provides oversight for these benefits programs and for the compensation of our workforce, while our human resources organization manages and administers these programs to ensure that our total rewards programs remain market competitive.

Vital to Olin’s achievement of our organizational goals and objectives is our ability to attract and retain a talented workforce.

As a company, we are committed to providing meaningful opportunities and fulfillment for employees, providing robust communication and varied opportunities for connection, and fostering an environment of trust.

Additionally, we have committed significant effort to cultivate a total rewards package that includes flexible benefits and compensation structures that seek to ensure our market competitiveness and support a pay-for-performance philosophy.

Olin senior management provides oversight of these programs, while our human resources organization manages and administers them so that our total rewards programs remain market competitive.

This includes conducting periodic compensation benchmarking, implementing health and other employee benefit programs and reviewing certain employee post-retirement benefits and accessibility of employee assistance programs.

We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as an additional mechanism for supervisors to reward exceptional performance.

Our recognition and rewards program allows people leaders across our organization to recognize the contributions of employees throughout the year, and in 2024 our leaders provided more than 5,600 recognition awards.

We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, the number of which doubled in 2024 from the prior year.

Separately, our Board of Directors maintains a Compensation Committee which sets policies, develops and monitors strategies for and administers the programs that are used to compensate our Chief Executive Officer and other senior executives.

Olin is committed to maintaining work environments free from all forms of discrimination and harassment and where all employees are comfortable bringing their authentic selves to work each day.

We believe the insights provided by our workforce through their unique skills, backgrounds and experiences will lead us to future innovations that will reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthy and safe.

We encourage our

employees to be creative and participate in the dialogue across the Company to help develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.

Our Voice of the Employee mechanism facilitates this sharing of insights across multiple sites.

All Olin sites have established Olin People Network chapters, with each chapter focused on site-specific activities designed to foster and encourage inclusivity and engagement.

We have established both salaried and hourly employee structures to adequately compensate employees, and have implemented monetary rewards and recognition programs as additional mechanisms for supervisors to reward exceptional performance.

Our recognition and rewards program gives people leaders across our organization a platform to recognize employees’ contributions throughout the year, and in 2025 our leaders provided more than 4,500 recognition awards.

We also provide a mechanism for employees to provide non-monetary peer-to-peer recognition in the form of Impressions, which totaled more than 9,000 in 2025.

Separately, our Board of Directors maintains a Compensation Committee that sets policies, develops and monitors strategies, and administers the programs used to compensate our Chief Executive Officer and other senior executives.

Olin is committed to maintaining work environments free from all forms of discrimination and harassment and where all employees feel supported both professionally and personally.

We believe the insights from our workforce, with their unique skills, backgrounds and experiences, will lead to future innovations that reduce costs, reduce our environmental footprint, improve our ability to serve the world and keep our employees healthy and safe.

We encourage our employees to be creative and participate in the dialogue across the Company to help solve problems and develop innovative solutions that lead to lasting, positive impacts for our customers, employees, communities, and shareholders.

Our Voice of the Employee mechanism facilitates sharing insights across multiple sites, while our Olin Employee Networks focus on site-specific activities designed to foster and encourage connection and engagement.

college recruiting program is a key component of our talent pipeline.

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We also invest in the continued professional development of our workforce.

Olin provides a wide range of employee development and productivity programs, including assignment-based opportunities, job shadowing, mentoring, and foundational programs for new Olin employees.

A tiered leadership development program gives our critical talent tools to support their continued growth in and aspiration toward leadership roles.

Olin provides a wide range of employee development programs, including assignment-based opportunities, job shadowing, mentoring, foundational programs for new Olin employees, and leadership programs for rising leaders.

A tiered leadership development program equips our critical talent with tools to support their continued growth in, and aspirations toward, leadership roles.

These programs help our employees improve, grow, and reinforce our values.

Our learning platform focuses on providing a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance to eligible employees up to a maximum of $10,000 per year.

Our learning platform provides a variety of educational opportunities that support career and professional development for our employees, including undergraduate and graduate tuition assistance for eligible employees up to a maximum of $10,000 per year.

We regularly review talent development and succession plans to identify and develop a pipeline of talent to maintain and continuously improve business operations.

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In the U.S., bargaining unit employees comprise 36% of the total workforce.

In 2025, we have no labor agreements that are due to expire in Canada, and two labor agreements expiring in the U.S., representing approximately 2% of our global workforce.

In 2026, we have no labor agreements that are due to expire in Canada, and three labor agreements expiring in the U.S., including our East Alton, IL, facility (523 employees) and our Lake City facility in Independence, MO (1,358 employees), representing approximately 24% of our global workforce.

Segment Number of Employees Percent of Total

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However, we cannot predict the likelihood or impact of any future raw material shortages.

We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.”

We provide additional information with respect to specific raw materials in the tables set forth under “Products, Services and Strategies.”

ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS

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These charges do not include insurance recoveries for costs incurred and expensed in prior periods.

See our discussion on environmental matters contained in Note 20, “Environmental,” of the notes to consolidated financial statements contained in Item 8 and under the heading “Environmental Matters” in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

See our discussion on environmental matters contained within Note 20, “Environmental,” of the notes to consolidated financial statements within Item 8—“Financial Statements and Supplementary Data,” and under the heading “Environmental Matters,” within Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CORPORATE RESPONSIBILITY

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Additional information related to our corporate responsibility initiatives, practices, activities, goals and related information, as well as future updates, can be found in the Corporate Responsibility section of our website at www.olin.com, including our Sustainability Report under the section Sustainability Success.

Our progress against environmental, social and governance (ESG) targets is included therein.

Our progress against our sustainability targets is included therein.

The contents of our website referenced in this section are not, and should not be considered to be, part of this Report.

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We recognize our Company’s impact on our natural resources and our responsibility to stewardship of people and the planet.

This means striving for a company culture responsible to the ongoing ESG ideals of our employees and shareholders.

This means striving for a company culture responsible to the ongoing sustainability ideals of our employees and shareholders.

At Olin, we integrate sustainability into everything we do as a responsible corporate citizen.

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We commit to making a contribution to protecting the world and its future condition through the safety and efficiency of our business practices - from supply to manufacturing to delivery and ultimately the end-use of our products.

Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused ESG actions.

Executing on our sustainability strategy, we believe Olin will increase value for our investors, employees, and customers by enhancing our operating model through focused sustainability actions.

These actions include:

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• Consistently upholding our values and governance standards as we amplify our culture of high performance and engagement

We believe Olin’s industry leadership, focused ESG actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.

We believe Olin’s industry leadership, focused sustainability actions, and our engaged workforce will create a positive, long-lasting impact on our communities and the environment.

Product Responsibility

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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 1. Business