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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-20 · 257 added, 226 removed, 343 unchanged (58% of the section changed)

1 unchanged sentence

BUSINESS BACKGROUND

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.

3 unchanged sentences

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.

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.

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.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.

The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, along with contracted U.S.

military project revenue.

RECENT DEVELOPMENTS AND HIGHLIGHTS

Net income was $108.6 million for 2024 compared to $460.2 million for 2023, a decrease of $351.6 million, or 76%.

The decrease in net income from the prior year was primarily due to lower operating results across all of our business segments.

Net income for 2023 also reflects a pretax gain of $27.0 million from the sale of our domestic private trucking fleet and operations.

Diluted net income per share was $0.91 for 2024 compared to $3.57 for 2023, a decrease of $2.66 per share, or 75%.

Chlor Alkali Products and Vinyls repo rted segment income of $296.4 million for 2024 compared to $664.2 million for 2023.

Chlor Alkali Products and Vinyls segment results were lower than the prior year due to lower pricing, primarily caustic soda, partially offset by lower costs associated with products purchased from other parties, and lower raw material and operating costs.

The Chlor Al kali Products and Vinyls 2024 segment results were also negatively impacted by Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales of $93.6 million.

The 2023 segment results were negatively impacted by higher costs and reduced profit from lost sales of $104.2 million associated with operating issues related to a 2023 second quarter maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility.

Epoxy reported segment loss of $85.0 million for 2024 compared to segment loss of $31.0 million for 2023.

Epoxy segment results were lower than in the prior year primarily due to lower product pricing and the impact of Hurricane Beryl of $32.7 million, partially offset by increased volumes, improved product mix and lower raw material and operating costs.

Winchester reported segment income of $237.9 million for 2024 compared to $255.6 million for 2023.

Winchester segment results were lower than in the prior year primarily due to higher commodity and operating costs, including propellant costs, and lower pricing.

The decline was partially offset by higher sales volumes.

Higher international military sales, military project revenue, and White Flyer sales were partially offset by lower commercial ammunition sales.

Net loss was $(100.5) million for 2025 compared to net income of $108.6 million for 2024, a decrease of $209.1 million.

The decrease in results from the prior year was primarily due to lower operating results across all of our business segments.

Diluted net loss per share was $(0.88) for 2025 compared to diluted net income per share of $0.91 for 2024, a decrease of $1.79 per share, or 197%.

Chlor Alkali Products and Vinyls repo rted segment income was $181.1 million for 2025 compared to segment income of $296.4 million for 2024.

Chlor Alkali Products and Vinyls 2025 segment income included a $75.0 million pretax charge associated with a litigation loss contingency related to a VCM customer dispute and 2024 segment income included a $93.6 million penalty associated with Hurricane Beryl.

The remaining decrease of $133.9 million in segment income from the prior year was primarily due to lower pricing, primarily EDC, and higher raw material and operating costs, including planned maintenance turnaround expenses, partially offset by higher volumes and the 45V Tax Credit (defined below in Other Items).

Epoxy reported segment loss was $(103.5) million for 2025 compared to segment loss of $(85.0) million for 2024.

Epoxy’s 2024 segment loss included a $32.7 million penalty associated with Hurricane Beryl.

The remaining decrease of $51.2 million in Epoxy segment results, as compared to the prior year, was primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnarounds, partially offset by improved volumes.

Global epoxy demand remains challenged, with continued market saturation from subsidized Asian competition.

Winchester reported segment income of $67.7 million for 2025 compared to segment income of $237.9 million for 2024.

Winchester segment results were lower than in the prior year primarily due to decreased commercial ammunition sales volumes and pricing, along with higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher military project revenue.

Liquidity and Share Repurchases

On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion.

During 2024, we repurchased and retired 5.9 million shares of common stock at a total value of $300.3 million under a prior authorized share repurchase program.

As of December 31, 2024, we have $2.0 billion of remaining authorized common stock to be repurchased under the 2022 and 2024 Repurchase Authorization programs.

On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million, and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).

As part of the 2024 Receivables Financing Agreement, we terminated our existing trade accounts receivable factoring arrangements (AR Facilities).

During 2024, we had net borrowings of $169.7 million with $102.0 million borrowed under our Senior Revolving Credit Facility, which was partially utilized to repay $70.0 million of tax-exempt variable-rate bonds.

We also borrowed $146.5 million under our 2024 Receivables Financing Agreement, which was partially utilized to replace our AR Facilities that were terminated.

On July 10, 2024, we announced a temporary disruption of operations at our Freeport, TX, facility as a result of Hurricane Beryl.

In response to this disruption, we declared a system-wide force majeure for our Chlor Alkali Products & Vinyls products and aromatics shipments for our Epoxy segment.

This disruption was a result of hurricane-related damage to Olin facilities in Freeport, TX, impacting Olin’s normal production and logistics capabilities including access to power, raw materials, and other essential feedstocks and services.

During the third quarter, we safely returned many Freeport, TX plants to operation and on August 28, 2024, we lifted the system wide force majeure on Chlor Alkali Products and Vinyls products.

However, persistent operating limitations necessitated an additional outage, which we commenced in late September and successfully completed during October.

Our 2024 results included a negative pretax impact of $126.3 million associated with Hurricane Beryl for incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales.

The Hurricane Beryl impact included in our Chlor Alkali Products and Vinyls and Epoxy segment results was $93.6 million and $32.7 million, respectively.

Epoxy segment results in 2024 continue to be impacted by significant exports out of Asia into the European and North American markets, negatively impacting pricing and volumes.

On April 3, 2024, we announced the filing of anti-dumping and countervailing duty petitions against China, India, South Korea, Taiwan and Thailand with the U.S.

Department of Commerce and the U.S.

International Trade Commission relating to certain epoxy resins, as part of the U.S.

Epoxy Resin Producers Ad Hoc Coalition.

The petitions were filed in response to large volumes of low-priced imports of epoxy resins into the U.S.

from the subject countries over the past three years that have injured U.S.

domestic epoxy resin producers.

On July 1, 2024, we announced the initiation of an anti-dumping proceeding by the European Commission against China, the Republic of Korea, Taiwan and Thailand concerning low-priced imports of epoxy resins into the European Union (EU), as a result of a complaint lodged by the Ad Hoc Coalition of Epoxy Resin Producers.

The complaint alleges that exporting producers in the four targeted countries have injured the European epoxy resin producers by selling their products on the EU market at unfairly low prices that significantly undercut the prices of European producers.

During 2024, the U.S.

Army awarded Winchester a contract for the construction of the Next Generation Squad Weapon (NGSW) ammunition manufacturing facility at the Lake City Army Ammunition Plant.

The project will be the first new manufacturing plant built at the Lake City facility in decades.

The new manufacturing facility will provide safe, reliable, and advanced NGSW ammunition to the U.S.

Winchester will manage all aspects of the government-funded construction project, which commenced in the second quarter of 2024.

Subsequent Event

On January 21, 2025, Olin announced the signing of a definitive agreement with AMMO, Inc.

to acquire AMMO, Inc.’s small caliber ammunition manufacturing assets for $75 million, subject to customary terms, closing conditions and post-closing adjustments.

The acquisition includes AMMO Inc.’s brass shellcase capabilities and their 185,000 square foot production facility located in Manitowoc, WI.

The acquisition will be financed with cash on hand and is expected to close in the second quarter of 2025.

During 2025, we repurchased and retired 2.2 million shares of common stock at a total value of $50.5 million.

As of December 31, 2025, we had $1.9 billion of remaining authorization to repurchase shares of our common stock under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined in Liquidity and Capital Resources) programs.

On March 14, 2025, we issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

On March 14, 2025, we entered into a new $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our then-existing credit facility by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030.

Pursuant to the agreement, the aggregate principal amount under our term loan facility increased from $350.0 million to $650.0 million and the aggregate principal amount under our revolving credit facility remained at $1,200.0 million.

The term loan was fully drawn on the closing date.

During 2025, we had debt repayments, net of borrowings, of $11.2 million.

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility), comprised of $505.0 million of borrowings under the revolving credit

facility with aggregate commitments of $1,200.0 million (2022 Revolving Credit Facility) and $332.5 million of borrowings under the term loan facility with aggregate commitments of $350.0 million (2022 Term Loan Facility), and pay related fees and expenses.

Subsequent Event - Credit Facility

On February 19, 2026, we executed an amendment to the 2025 Senior Credit Facility (Senior Secured Credit Facility) which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries.

The amendment required all remaining principal amortization payments under the Secured Term Loan Facility (as defined in Liquidity and Capital Resources) to be satisfied.

Borrowings under the Senior Secured Revolving Credit Facility (as defined in Liquidity and Capital Resources) were used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility.

The maturity date for the Senior Secured Credit Facility remained March 14, 2030.

The amendment requires that the obligations under the Senior Secured Credit Facility be guaranteed by certain of our domestic subsidiaries.

The obligations under the Senior Secured Credit Facility are also secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property (Collateral), other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions.

The amendment provides that substantially all guarantees under the Senior Secured Credit Facility and liens on Collateral be released automatically upon notice by Olin, or after September 30, 2027, upon which time all covenant reliefs expire.

International Trade

Tariffs and trade flows continue to impact the demand outlook amid varying market responses.

While we are continuing to monitor the situation, as of the date of this filing, the direct impact from current tariffs has not been significant to our chemicals businesses.

Our chemicals businesses generally source and sell where we produce.

An exception to this would be potential retaliatory tariffs on caustic soda and EDC exports, which could alter the economics rapidly within the respective countries.

We continue to monitor and assess the impact of tariffs on goods being imported into the United States and the competitiveness of our export products in markets which implement retaliatory tariffs.

Additionally, although Winchester procures the majority of metals domestically, we have realized price inflation that we believe is partially tariff driven for the domestic supply of copper, steel and tungsten products.

Winchester has also realized secondary effects from suppliers consuming tariff impacted metals in their end products.

Our global supply chain organization continuously monitors market trends and works to mitigate those and other cost increases through economies of scale in global procurement and efficient sourcing practices.

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.

The acquisition was financed with cash on hand.

On September 18, 2025, we announced a mutual decision with Mitsui & Co., Ltd.

to end our joint venture, Blue Water Alliance, 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.

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 Inflation Reduction Act of 2022 (45V Tax Credit).

We received notice of our provisional carbon dioxide emissions rate from the United States Department of Energy, which was a major milestone for recognition.

The 45V Tax Credit is available for qualified clean hydrogen produced and sold during the 10-year period beginning on the date the qualified clean hydrogen production facility was originally placed in service.

Since the 45V Tax Credit is refundable, we account for the 45V Tax Credit under a government grant model.

As a result, during 2025 Olin recorded a $34.5 million reduction to cost of goods sold primarily related to the sale and use of hydrogen produced at certain of our chlor alkali plants.

We expect an annual pretax benefit of $15 million to $20 million for years 2026 through 2028, with lower amounts through 2032.

The impact of the 45V Tax Credit is included within the Chlor Alkali Products and Vinyls segment results.

Subsequent Event - Litigation Matter

In April 2023, Shintech filed a lawsuit against Olin Corporation and its wholly owned subsidiary, Blue Cube Operations LLC.

Shintech alleged that Olin breached a long‑term VCM supply agreement relating to deliveries to Shintech’s PVC facility in Freeport, TX, following a pricing dispute, a 2023 maintenance turnaround at Olin’s Freeport, TX VCM facility, and Olin’s declaration of force majeure at Olin’s Freeport, TX VCM facility.

After nearly three years of litigation, on February 10, 2026, the jury returned a verdict in favor of Shintech on its breach‑of‑contract claims.

As a result of this verdict, the Company obtained new information related to this litigation loss contingency and recorded a pretax charge of $75.0 million in the fourth quarter 2025.

During the first half of 2026, we expect to pay approximately $185 million to Shintech associated with the litigation matter, and previously recorded accruals for a VCM pricing dispute with Shintech.

CONSOLIDATED RESULTS OF OPERATIONS

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Operating income 5.3 296.5 712.1

Losses of non-consolidated affiliates (3.1) — —

Interest expense (188.3) (184.5) (181.1)

1 unchanged sentence

Non-operating pension income 20.6 26.0 24.0

Income before taxes 141.7 559.3 1,676.0

Income tax provision 36.7 107.3 349.1

Net income 105.0 452.0 1,326.9

Income (loss) before taxes (161.1) 141.7 559.3

Income tax (benefit) provision (60.0) 36.7 107.3

Net (loss) income (101.1) 105.0 452.0

Net loss attributable to noncontrolling interests (0.6) (3.6) (8.2)

Net income attributable to Olin Corporation $ 108.6 $ 460.2 $ 1,326.9

Net income attributable to Olin Corporation per common share:

Net (loss) income attributable to Olin Corporation $ (100.5) $ 108.6 $ 460.2

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

Basic $ (0.88) $ 0.92 $ 3.66

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2025 Compared to 2024

Sales for 2025 were $6,780.8 million compared to $6,540.1 million in 2024, an increase of $240.7 million, or 4%.

Epoxy sales increased by $145.5 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing.

Chlor Alkali Products and Vinyls sales increased by $54.2 million, primarily due to higher volumes, partially offset by lower pricing.

Winchester sales increased by $41.0 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Gross margin in 2025 decreased $236.0 million from 2024.

Winchester gross margin decreased by $173.5 million, primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs.

Chlor Alkali Products and Vinyls gross margin decreased by $56.3 million primarily due to lower pricing, primarily EDC, higher raw material and operating costs, including planned maintenance turnaround expenses, partially offset by higher volumes, the impact of Hurricane Beryl in 2024 and a benefit primarily related to the 45V Tax Credit.

Epoxy gross margin decreased by $13.8 million primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, partially offset by the impact of Hurricane Beryl in 2024.

Gross margin as a percentage of sales decreased to 7% in 2025 from 11% in 2024.

Selling and administrative expenses in 2025 increased $54.8 million, or 13%, from 2024.

The increase was primarily due to a $75.0 million charge associated with a litigation loss contingency related to a VCM customer dispute and higher stock-based compensation expense of $10.4 million, which includes mark-to-market adjustments, partially offset by a favorable

foreign currency impact of $16.6 million and lower consulting and contract services of $13.0 million.

Selling and administrative expenses as a percentage of sales increased to 7% in 2025 from 6% in 2024.

Restructuring charges for 2025 were $33.4 million compared to $33.3 million in 2024.

Restructuring charges include facility exit costs, lease and other contract termination costs, and employee severance and related benefits costs.

Losses of non-consolidated affiliates relate to Olin’s equity share of the Hidrogenii, LLC joint venture.

Interest expense in 2025 increased $3.8 million from 2024, primarily due to 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.

Non-operating pension income includes all components of pension and other postretirement net periodic benefit (income) cost, other than service costs.

Non-operating pension income was lower for the year ended December 31, 2025 compared to the prior year, primarily due to a lower assumption for the long-term rate of return on plan assets.

The tax benefit for 2025 was $60.0 million, resulting in a tax rate of 37.2%.

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

federal statutory rate, primarily due to state income tax, non-taxable exchange rate results, U.S.

federal tax credits and favorable permanent salt depletion deductions, partially offset by foreign income inclusions, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in tax rates in a foreign jurisdiction.

Tax expense for 2024 was $36.7 million, resulting in a tax rate of 25.9%.

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

federal statutory rate, primarily due to state income tax, foreign income inclusions, non-deductible exchange rate results, expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions, benefits associated with stock-based compensation, U.S.

federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates.

2024 Compared to 2023

Sales for 2024 were $6,540.1 million compared to $6,833.0 million in 2023, a decrease of $292.9 million, or 4%.

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Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs.

The effective tax rate for 2024 included benefits associated with stock-based compensation, U.S.

Federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates, partially offset by expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.

These factors resulted in a net $5.1 million tax benefit.

Excluding these items, the effective tax rate for 2024 of 29.5% was higher than the 21.0% U.S.

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

The effective tax rate for 2023 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, and an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions.

These factors resulted in a net $29.4 million tax benefit.

Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S.

federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.

2023 Compared to 2022

Sales for 2023 were $6,833.0 million compared to $9,376.2 million in 2022, a decrease of $2,543.2 million, or 27%.

Epoxy sales decreased by $1,361.3 million, primarily due to lower volumes, including the closure of our cumene facility and one of our bisphenol production lines, and lower product pricing.

Chlor Alkali Products and Vinyls sales decreased by $1,089.9 million, primarily due to lower volumes, partially offset by products sold by BWA.

Winchester sales decreased by $92.0 million, primarily due to lower commercial sales volumes, partially offset by higher domestic and international military sales.

Gross margin in 2023 decreased $1,016.4 million from 2022.

Chlor Alkali Products and Vinyls gross margin decreased by $483.0 million primarily due to lower volumes.

Epoxy gross margin decreased by $425.4 million primarily due to lower volumes and lower product pricing.

Winchester gross margin decreased by $112.5 million, primarily due to lower commercial volumes.

Gross margin as a percentage of sales decreased to 17% in 2023 from 23% in 2022.

Selling and administrative expenses in 2023 increased $12.8 million, or 3%, from 2022.

The increase was primarily due to higher costs associated with BWA of $23.9 million, partially offset by lower legal and legal-related settlement expenses of $7.4 million and a favorable foreign currency impact of $5.5 million.

Selling and administrative expenses as a percentage of sales increased to 6% in 2023 from 4% in 2022.

Restructuring charges for 2023 were $89.6 million compared to $25.3 million in 2022.

The increase in charges was primarily due to our actions to reconfigure our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our operating model, which resulted in restructuring charges of $73.4 million for 2023.

Other operating income for 2023 included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA Chlor Alkali Products and Vinyls facility.

Other operating income for 2022 included $13.0 million of gains from the sale of two former manufacturing facilities.

Interest expense in 2023 increased $37.2 million from 2022, primarily due to higher average interest rates.

Interest expense for 2023 and 2022 was reduced by capitalized interest of $2.8 million and $3.1 million, respectively.

Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs.

Non-operating pension income was lower in 2023 from the prior year primarily due to an increase in the discount rate used to determine interest costs, partially offset by lower actuarial losses recognized to income.

These factors resulted in a net $29.4 million tax benefit.

Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S.

The effective tax rate for 2022 included benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, and remeasurement of deferred taxes due to a decrease in our state effective tax rates, and expenses associated with a net increase in the valuation allowance related to state tax credits and a change in tax contingencies.

These factors resulted in a net $60.2 million tax benefit.

Excluding these items, the effective tax rate for 2022 of 24.4% was higher than the 21.0% U.S.

federal statutory rate primarily due to state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income taxes, partially offset by foreign income exclusions and favorable permanent salt depletion deductions.

Tax expense for 2024 was $36.7 million, resulting in a tax rate of 25.9%.

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

in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions, benefits associated with stock-based compensation, U.S.

federal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates.

Tax expense for 2023 was $107.3 million, resulting in a tax rate of 19.2%.

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

federal statutory rate primarily due to a favorable foreign rate differential, favorable permanent salt depletion deductions, benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, partially offset by state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions.

SEGMENT RESULTS

We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes.

We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes, and includes the results of non-consolidated affiliates in segment results consistent with management’s monitoring of the operating segments.

We have three operating segments:

Chlor Alkali Products and Vinyls, Epoxy and Winchester.

The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance.

The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance, and represents our reportable segments.

Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

16 unchanged sentences

Other operating income (2)

0.8 42.9 16.3

Interest expense (188.3) (184.5) (181.1)

(184.5) (181.1) (143.9)

Interest income 4.4 3.7 4.3

4 unchanged sentences

(2) Other operating income for the year ended December 31, 2023, included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA, Chlor Alkali Products and Vinyls facility.

Other operating income for the year ended December 31, 2022, included $13.0 million of gains from the sale of two former manufacturing facilities.

(3) Interest expense was reduced by capitalized interest of $1.7 million, $2.8 million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Chlor Alkali Products and Vinyls

2025 Compared to 2024

Chlor Alkali Products and Vinyls sales for 2025 were $3,684.4 million compared to $3,630.2 million in 2024, an increase of $54.2 million, or 1%.

The sales increase was primarily due to higher volumes, partially offset by lower pricing, primarily EDC.

Chlor Alkali Products and Vinyls reported segment income of $181.1 million for 2025 compared to segment income of $296.4 million for 2024, a decrease of $115.3 million.

The decrease in Chlor Alkali Products and Vinyls operating results were primarily due to lower pricing ($227.5 million), primarily EDC, higher raw material and operating costs ($151.0 million), including planned maintenance turnaround expenses, and a charge associated with a litigation loss contingency related to a VCM customer dispute ( $75.0 million ).

These decreases were partially offset by higher volumes ($134.3 million), the negative impact of Hurricane Beryl in 2024 resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($93.6 million), lower costs associated with products purchased from other parties ($75.7 million) and a benefit primarily related to the 45V Tax Credit ($34.5 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $423.6 million and $424.6 million in 2025 and 2024, respectively.

2024 Compared to 2023

Chlor Alkali Products and Vinyls sales for 2024 were $3,630.2 million compared to $3,995.1 million in 2023, a decrease of $364.9 million, or 9%.

5 unchanged sentences

2025 Compared to 2024

Chlor Alkali Products and Vinyls sales for 2023 were $3,995.1 million compared to $5,085.0 million in 2022, a decrease of $1,089.9 million, or 21%.

The sales decrease was primarily due to lower volumes across all products and lower prices, primarily caustic soda and EDC, partially offset by products sold by BWA.

Chlor Alkali Products and Vinyls reported segment income of $664.2 million for 2023 compared to $1,181.3 million for 2022, a decrease of $517.1 million.

Chlor Alkali Products and Vinyls operating results were negatively impacted by lower volumes across all products ($846.4 million) and lower prices, primarily caustic soda and EDC ($51.4 million), partially offset by lower raw material and operating costs ($341.0 million), primarily lower natural gas and electrical power costs, and decreased costs associated with product purchased from other parties ($39.7 million).

The Chlor Alkali Products and Vinyls segment results were also negatively impacted by higher costs and reduced profit from lost sales associated with operating issues related to the second quarter’s maintenance turnaround at our vinyl chloride monomer plant at the Freeport, TX facility.

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $440.7 million and $482.2 million in 2023 and 2022, respectively.

Epoxy sales were $1,371.8 million for 2025 compared to $1,226.3 million in 2024, an increase of $145.5 million, or 12%.

The sales increase was due to higher volumes ($206.2 million), including the impact of lost sales associated with Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($11.1 million), partially offset by lower product pricing ($71.8 million).

Epoxy reported segment loss of $(103.5) million for 2025 compared to segment loss of $(85.0) million for 2024, a decrease in segment results of $18.5 million.

The decrease in Epoxy segment results was due to higher operating costs ($104.7 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, and lower product pricing ($71.8 million), partially offset by lower raw material costs ($76.4 million), primarily benzene and propylene, the negative impact of Hurricane Beryl in 2024 resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million) and increased volumes ($48.9 million).

A significant percentage of our Euro denominated sales are of products manufactured within Europe.

As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros.

Epoxy segment results included depreciation and amortization expense of $51.7 million and $53.7 million in 2025 and 2024, respectively.

2024 Compared to 2023

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2025 Compared to 2024

Epoxy sales were $1,329.2 million for 2023 compared to $2,690.5 million in 2022, a decrease of $1,361.3 million, or 51%.

The sales decrease was primarily due to the closure of our cumene facility and one of our bisphenol production lines ($649.4 million), lower product prices ($419.6 million), lower volumes ($291.9 million) and an unfavorable effect of foreign currency translation ($0.4 million).

Epoxy reported segment loss of $31.0 million for 2023 compared to segment income of $388.5 million for 2022, a decrease of $419.5 million.

The decrease in segment results was due to lower product prices ($419.6 million) and lower volumes ($138.6 million), which were both impacted by significant exports out of Asia into the European and North American markets, partially offset by lower raw material and operating costs ($138.7 million).

A significant percentage of our Euro denominated sales are of products manufactured within Europe.

Epoxy segment results included depreciation and amortization expense of $57.4 million and $83.3 million in 2023 and 2022, respectively.

Winchester sales were $1,724.6 million for 2025 compared to $1,683.6 million in 2024, an increase of $41.0 million, or 2%.

The sales increase was due to higher sales to military customers and military project revenue ($250.4 million), partially offset by lower sales to commercial customers ($200.2 million) and law enforcement agencies ($9.2 million).

Winchester reported segment income of $67.7 million for 2025 compared to $237.9 million for 2024, a decrease of $170.2 million.

The decrease in segment results was due to an unfavorable sales mix ($70.0 million), higher raw material and operating costs ($58.1 million), including commodity metal and propellant costs, and lower product pricing ($42.1 million).

Winchester segment results included depreciation and amortization expense of $34.2 million and $33.8 million in 2025 and 2024, respectively.

2024 Compared to 2023

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Winchester segment results included depreciation and amortization expense of $33.8 million and $27.2 million in 2024 and 2023, respectively.

2023 Compared to 2022

Winchester sales were $1,508.7 million for 2023 compared to $1,600.7 million in 2022, a decrease of $92.0 million, or 6%.

The decrease was due to lower ammunition sales to commercial customers ($272.6 million) and law enforcement agencies ($7.5 million), partially offset by higher sales to domestic and international military customers ($188.1 million).

The lower commercial sales were primarily due to lower volumes, partially offset by fourth quarter 2023 sales from White Flyer.

Winchester reported segment income of $255.6 million for 2023 compared to $372.9 million for 2022, a decrease of $117.3 million.

The decrease in segment results was due to lower volumes and an unfavorable product mix ($61.4 million), lower product pricing ($40.0 million), and higher commodity and operating costs ($15.9 million).

Winchester segment results included depreciation and amortization expense of $27.2 million and $24.6 million in 2023 and 2022, respectively.

Corporate/Other

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For the year ended December 31, 2025, charges to income for environmental investigatory and remedial activities were $24.5 million, compared to $30.2 million for the year ended December 31, 2024.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

These charges relate primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the year ended December 31, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For 2025, other corporate and unallocated costs were $85.7 million compared to $90.1 million for 2024, a decrease of $4.4 million, or 5%.

The decrease was primarily due to lower stock-based compensation costs ($18.0 million), which includes mark-to-market adjustments and a favorable foreign currency impact ($7.4 million), partially offset by higher consulting costs ($4.9 million) and increased legal and legal-related settlement expenses ($2.9 million).

The decrease was primarily due to a favorable foreign currency impact ($16.6 million) and lower legal and legal-related settlement expenses ($4.5 million), partially offset by higher stock-based compensation costs ($10.4 million), which includes mark-to-market adjustments, and higher depreciation and amortization expense ($6.1 million).

2024 Compared to 2023

For the years ended December 31, 2023 and 2022, environmental expense included $6.4 million and $1.0 million, respectively, of insurance recoveries for environmental costs incurred and expensed in prior periods.

Without these recoveries, charges to income for environmental investigatory and remedial activities for the year ended December 31, 2023, would have been $30.1 million, compared to $24.2 million for the year ended December 31, 2022.

These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the year ended December 31, 2024, charges to income for environmental investigatory and remedial activities were $30.2 million, compared to $23.7 million for the year ended December 31, 2023.

These charges relate primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.

For the year ended December 31, 2023, environmental expense included $6.4 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For 2024, other corporate and unallocated costs were $90.1 million compared to $106.3 million for 2023, a decrease of $16.2 million, or 15%.

The decrease was primarily due to lower legal and legal-related settlement expenses ($13.8 million), a favorable foreign currency impact ($5.5 million) and lower variable incentive compensation costs ($4.2 million), which includes mark-to-market adjustments on stock-based compensation expense.

Restructurings

On December 11, 2024, we announced we had made the decision to permanently close our Chlorine 3 manufacturing facility in Freeport, TX.

We expect to incur additional restructuring charges through 2030 of approximately $35 million related to this action.

As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our strategic operating model.

As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan).

In connection with the Epoxy Optimization Plan for the years ended December 31, 2024 and 2023, we recorded pretax restructuring charges of $24.1 million and $73.4 million, respectively.

We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions.

In 2024 and 2023, we incurred charges of $9.2 million and $16.2 million, respectively, associated with other previously disclosed restructuring plans.

We expect to incur additional restructuring charges through 2027 of approximately $35 million related to these actions.

Discussion of our restructuring activity, including a description of each plan, is referenced under Item 8, within Note 5, “Restructuring Charges.” Pretax restructuring charges related to our 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.

We expect first quarter 2025 operating results from our Chemicals businesses to be lower than the fourth quarter 2024 as we expect both challenging industry conditions and our disciplined market participation to continue.

We also expect our Winchester business first quarter 2025 results to decrease sequentially from fourth quarter 2024 due to softer consumer demand compounded by continued inventory destocking efforts by our retail customers.

Overall, we expect Olin’s first quarter 2025 operating results to be lower than the fourth quarter 2024 levels.

Pretax restructuring charges related to our restructuring and optimization efforts include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs and non-cash write-off of equipment and facilities.

Pretax restructuring charges for the years ended 2025, 2024 and 2023 were as follows:

Years Ended December 31,

2025 2024 2023

Restructuring Charges ($ in millions)

Restructuring charges 33.4 33.3 89.6

We have included additional information with respect to our restructuring charges within Item 8—“Financial Statements and Supplementary Data,” within Note 5, “Restructuring Charges” of our notes to consolidated financial statements.

During the fourth quarter 2025, Chlor Alkali Products and Vinyls segment results included a $75 million pretax charge associated with a litigation loss contingency related to a VCM customer dispute.

Due to this non-recurring charge, we expect first quarter 2026 operating results from our Chemicals businesses to be higher than the fourth quarter 2025 but to be negatively impacted by higher planned maintenance turnaround costs and higher raw material costs, including increased power costs.

We expect our Winchester business first quarter 2026 results to modestly increase from fourth quarter 2025 due to more normalized inventories at our retail customers.

Overall, we expect Olin’s first quarter 2026 operating results to be higher than the fourth quarter 2025 levels.

Other corporate and unallocated costs in 2026 are expected to be higher than the $85.7 million in 2025.

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We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2026.

In 2025, we currently expect our capital spending to be in the $225 million to $250 million range.

We expect 2025 depreciation and amortization expense to be in the $525 million range.

We currently believe the 2025 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 60% to 70% range as a result of previously deferred international tax payments expected to be made in 2025.

During the first half of 2026, we expect to pay approximately $185 million to Shintech associated with the litigation matter discussed in Note 22, “Commitments and Contingencies” of our notes to consolidated financial statements, and previously recorded accruals for a VCM pricing dispute with Shintech.

In 2026, we currently expect our capital spending to be approximately $200 million.

We expect 2026 depreciation and amortization expense to be approximately $475 million.

We currently believe the 2026 effective tax rate will be in the 20% to 30% range.

We expect to receive refunds from prior years related to the clean hydrogen production tax credit under Section 45V as part of the Inflation Reduction Act of 2022.

Factoring in these refunds, we expect cash taxes to be in the range of a net refund of $20 million to a net payment of $20 million.

PENSION AND POSTRETIREMENT BENEFITS

We recorded an after-tax benefit of $39.9 million ($52.1 million pretax) to shareholders’ equity as of December 31, 2025, for our pension and other postretirement plans.

This charge primarily reflects a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2024.

This benefit primarily reflects a favorable performance on plan assets and a 60-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by a 30-basis point decrease in the domestic pension plans’ discount rate during 2025.

In 2024, we recorded an after-tax benefit of $21.7 million ($29.7 million pretax) to shareholders’ equity as of December 31, 2024, for our pension and other postretirement plans.

This benefit primarily reflected a 50-basis point increase in the domestic pension plans’ discount rate and a 20-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by an unfavorable performance on plan assets during 2024.

In 2023, we recorded an after-tax charge of $13.2 million ($18.1 million pretax) to shareholders’ equity as of December 31, 2023, for our pension and other postretirement plans.

This charge primarily reflected a 30-basis point decrease in the domestic pension plans’ discount rate and a 50-basis point decrease in the international defined benefit pension plans’ discount rate, partially offset by a favorable performance on plan assets during 2023.

In 2022, we recorded an after-tax benefit of $46.8 million ($72.1 million pretax) to shareholders’ equity as of December 31, 2022, for our pension and other postretirement plans.

This benefit primarily reflected a 260-basis point increase in the domestic pension plans’ discount rate and a 230-basis point increase in the international defined benefit pension plans’ discount rate, partially offset by unfavorable performance on plan assets during 2022.

Based on our plan assumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2026.

In connection with international qualified defined benefit pension plans, we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.

In connection with our international qualified defined benefit pension plans, we made cash contributions of $0.7 million, $1.3 million and $1.0 million in 2025, 2024 and 2023, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2026.

At December 31, 2025, the projected benefit obligation of $2,024.8 million exceeded the market value of assets in our qualified defined benefit pension plans by $97.9 million, as calculated under Accounting Standards Codification (ASC) 715 “Compensation—Retirement Benefits.”

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The service cost component of net periodic benefit (income) costs related to employees of the operating segments are allocated to the operating segments based on their respective estimated census data.

We have included additional information with respect our defined benefit pension plans and other postretirement benefit plans within Item 8, Note 12, “Pension Plans,” and Note 13, “Postretirement Benefits,” of our notes to consolidated financial statements.

We have included additional information with respect our defined benefit pension plans and other postretirement benefit plans within Item 8—“Financial Statements and Supplementary Data,” Note 12, “Pension Plans,” and Note 13, “Postretirement Benefits,” of our notes to consolidated financial statements.

ENVIRONMENTAL MATTERS

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The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of our manufacturing locations around the world.

Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry.

Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances, and remediation of contaminated sites, have

imposed additional regulatory requirements on industry, particularly the chemicals industry.

In addition, implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs.

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These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites and may be material to operating results in future years.

We have included additional information with respect to environmental matters within Item 8, Note 20, “Environmental,” of our notes to consolidated financial statements.

We have included additional information with respect to environmental matters within Item 8—“Financial Statements and Supplementary Data,” Note 20, “Environmental,” of our notes to consolidated financial statements.

LEGAL MATTERS AND CONTINGENCIES

Please see the discussion of legal matters and contingencies within Item 8, under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies.”

Discussion of legal matters and contingencies can be referred to under Item 8—“Financial Statements and Supplementary Data,” within Note 22, “Commitments and Contingencies” of our notes to consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

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2025 2024 2023

Provided by (Used for) ($ in millions)

Cash Provided by (Used for) ($ in millions)

Net operating activities $ 474.2 $ 503.2 $ 974.3

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Proceeds from disposition of property, plant and equipment — — 28.8

Investments in unconsolidated affiliates (23.0) — —

Investments in non-consolidated affiliates (1.8) (23.0) —

Net investing activities (319.6) (283.7) (340.8)

Long-term debt borrowings (repayments), net 169.7 85.9 (201.1)

Long-term debt (repayments) borrowings, net (11.2) 169.7 85.9

Common stock repurchased and retired (50.5) (300.3) (711.3)

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Operating Activities

For 2025, cash provided by operating activities decreased by $29.0 million from 2024, primarily due to decreased operating results, partially offset by a benefit in working capital compared with a use of working capital in the prior year.

For 2025, working capital decreased $143.1 million, compared to an increase of $19.9 million in 2024.

Receivables decreased by $123.7 million, primarily as a result of an improved days sales outstanding for 2025.

Inventories decreased by $80.0 million primarily as a result of inventory reduction initiatives in our Epoxy business.

Income taxes payable, net of income taxes receivable, decreased by $179.8 million from December 31, 2024, primarily due to timing of international tax payments and Inflation Reduction Act tax credits recognized in 2025.

Accounts payable and accrued liabilities increased $128.0 million from December 31, 2024, which includes an increase in accruals associated with a litigation matter discussed within Note 22, “Commitments and Contingencies,” of the notes to consolidated financial statements.

During the first half of 2026, we expect to pay approximately $185 million to Shintech associated with the litigation matter, and previously recorded accruals for a VCM pricing dispute with Shintech.

For 2024, cash provided by operating activities decreased by $471.1 million from 2023, primarily due to a decrease in operating results and increased working capital compared to the prior year.

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Accounts payable and accrued liabilities increased $72.8 million.

For 2023, cash provided by operating activities decreased by $947.6 million from 2022, primarily due to a decrease in operating results compared with the prior year.

For 2023, working capital decreased $68.6 million, compared to a decrease of $65.2 million in 2022.

Inventories decreased by $94.4 million from December 31, 2022, primarily due to inventory destocking efforts.

A portion of the working capital decrease in 2023 was offset by incremental working capital associated with BWA.

Investing Activities

Capital spending was $226.3 million and $195.1 million in 2025 and 2024, respectively.

In 2025, we expect our capital spending to be in the $225 million to $250 million range.

Our capital spending forecast represents capital spending to maintain our current operating facilities.

For the year ended December 31, 2024 and 2023, payments of $58.6 million and $64.5 million, respectively, were made under other long-term supply contracts for energy modernization projects on the U.S.

In 2026, we expect our capital spending to be in the $200 million range.

Our capital spending forecast represents normal capital spending to maintain our current operating facilities.

For the year ended December 31, 2025, payments of $31.0 million were made under other long-term supply contracts related to our Stade, Germany facility.

Our payments for this project were completed in 2025.

For the year ended December 31, 2024, we contributed capital of $23.0 million in an unconsolidated affiliate, Hidrogenii, a joint venture between Plug Power, Inc.

and Olin Corporation.

On October 1, 2023, Olin acquired the assets of White Flyer from Reagent for $63.9 million.

For the year ended December 31, 2024, payments of $58.6 million were made under other long-term supply contracts for energy modernization projects on the U.S.

Our payments for this project were completed in 2024.

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

The acquisition was financed with cash on hand.

For the year ended December 31, 2023, we received $28.5 million of cash proceeds from the sale of our domestic private trucking fleet and operations.

For the years ended December 31, 2025 and 2024, we contributed capital of $1.8 million and $23.0 million, respectively, in a non-consolidated affiliate, Hidrogenii, a joint venture between Plug Power, Inc.

and Olin Corporation.

Financing Activities

During 2024 and 2023, activity of our outstanding debt included:

Long-term Debt Borrowings (Repayments) for the Year Ended December 31,

Debt Instruments ($ in millions)

Senior Revolving Credit Facility $ 490.0 $ 375.0

During 2025 and 2024, activity with respect to our outstanding debt included:

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

Term Loan Facilities $ 650.0 $ —

Revolving Credit Facilities 790.0 490.0

Receivables Financing Agreements 715.0 591.9

2033 Notes 600.0 —

Total borrowings 2,755.0 1,081.9

Variable-rate Go Zone bonds, due 2024 (50.0) —

Variable-rate Recovery Zone bonds, due 2024 (20.0) —

Senior Revolving Credit Facility (388.0) (307.0)

Term Loan Facility (8.8) (8.7)

Go zone bonds, due 2024 — (50.0)

Recovery zone bonds, due 2024 — (20.0)

Term Loan Facilities (344.7) (8.8)

Revolving Credit Facilities (960.0) (388.0)

Receivables Financing Agreements (850.0) (445.4)

Finance leases — (1.9)

Industrial development and environmental improvement obligations (2.9) —

2025 Notes (108.6) —

2027 Notes (500.0) —

Total repayments (2,766.2) (912.2)

Long-term debt borrowings (repayments), net $ 169.7 $ 85.9

Long-term debt (repayments) borrowings, net $ (11.2) $ 169.7

In 2025 we paid debt issuance costs of $12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.

In 2024, we paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.

In 2024 and 2023, we repurchased and retired 5.9 million and 13.3 million shares, respectively, of common stock with a total value of $300.3 million and $711.3 million, respectively.

In 2024 and 2023, we issued 0.9 million and 1.0 million shares, respectively, with a total value of $23.9 million and $25.4 million, respectively, representing stock options exercised.

For the years ended December 31, 2025 and 2024, 2.2 million and 5.9 million shares, respectively, of common stock were repurchased and retired at a total value of $50.5 million and $300.3 million, respectively.

For the years ended December 31, 2025 and 2024, we issued 0.1 million and 0.9 million shares, respectively, with a total value of $2.3 million and $23.9 million, respectively, representing stock options exercised.

For the year ended December 31, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

The percent of total debt to total capitalization increased to 58.0% as of December 31, 2024, from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding and lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.

For the year ended December 31, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.

The percentage of total debt to total capitalization increased to 60.2% as of December 31, 2025, from 58.0% as of December 31, 2024, primarily as a result of lower shareholders’ equity, primarily due to our operating results, dividends paid, and common stock repurchases.

Dividends per common share were $0.80 in 2025 and 2024.

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On February 19, 2026, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on March 13, 2026, to shareholders of record on March 3, 2026.

The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors.

The payment of future cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors.

In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

Liquidity and Other Financing Arrangements

Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement.

Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Secured Revolving Credit Facility and our 2024 Receivables Financing Agreement (as defined below).

Additionally, we believe that we have access to the high-yield debt and equity markets.

We maintain a $1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility).

The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity.

The maturity date for the Senior Credit Facility is October 11, 2027.

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

At December 31, 2024, we had $1,029.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $170.0 million borrowed under the facility and issued $0.4 million of letters of credit.

During 2024, we partially utilized our Senior Revolving Credit Facility to repay $50.0 million of Go Zone and $20.0 million of Recovery Zone tax-exempt variable-rate bonds.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of December 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured.

On March 14, 2025, Olin issued $600.0 million aggregate principal amount of 2033 Notes, in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended.

Interest on the 2033 Notes is paid semi-annually and began on October 1, 2025.

On March 14, 2025, Olin entered into the 2025 Senior Credit Facility, which increased the borrowing limit of our then-existing 2022 Senior Credit Facility by $300.0 million and extended the maturity date from October 11, 2027 to March 14,

The 2025 Senior Credit Facility includes a term loan facility with aggregate commitments of $650.0 million (2025 Term Loan Facility) and a revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility).

The 2025 Term Loan Facility replaced Olin’s then-existing 2022 Term Loan Facility (collectively, with the 2025 Term Loan Facility, the Term Loan Facilities).

The 2025 Term Loan Facility requires principal amortization payments that began on June 30, 2025 at a rate of 0.625% per quarter through March 31, 2027, increasing to 1.250% per quarter thereafter, until maturity, and was fully drawn on the closing date.

The 2025 Revolving Credit Facility replaced Olin’s then-existing 2022 Revolving Credit Facility (collectively, with the 2025 Revolving Credit Facility, the Revolving Credit Facilities).

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

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 December 31, 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.

As of December 31, 2025, as a result of our restrictive covenant related to the leverage ratio, the maximum additional borrowings available to us was $825.3 million.

This limitation restricts our ability to borrow the maximum amounts available under the 2025 Revolving Credit Facility and the 2024 Receivables Financing Agreement.

As of December 31, 2025, there were no other covenants or restrictions that would have limited our ability to borrow.

On February 19, 2026, we executed the Senior Secured Credit Facility which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries.

The Senior Secured Credit Facility maintained the 2025 Term Loan Facility, as amended (Secured Term Loan Facility) and the 2025 Revolving Credit Facility, as amended (Senior Secured Revolving Credit Facility).

The amendment required all remaining principal amortization payments under the Secured Term Loan Facility to be satisfied.

Borrowings under the Senior Secured Revolving Credit Facility were used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility.

The maturity date for the Senior Secured Credit Facility remained March 14, 2030.

The amendment requires that the obligations under the Senior Secured Credit Facility be guaranteed by certain of our domestic subsidiaries and are also secured by liens on Collateral, other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions.

Under the Senior Secured Credit Facility, we may select various floating rate borrowing options.

The actual interest rate paid on borrowings under the Senior Secured Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter.

The Senior Secured Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of secured debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).

The calculation of secured debt in our net leverage ratio excludes borrowings under the 2024 Receivables Financing Agreement, up to a maximum of $425.0 million.

We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of the date of the amendment, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate 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.

As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future.

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 Senior Revolving Credit Facility and the 2024 Receivables Financing Agreement.

As of December 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and and the availability to borrow under our Senior Revolving Credit Facility and 2024 Receivables Financing Agreement, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, fund our operating needs, working capital, and capital expenditure requirements and comply with the financial ratios in our debt agreements.

On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion.

This program will terminate upon the purchase of $1.3 billion of common stock.

On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion.

This program will terminate upon the purchase of $2.0 billion of common stock.

For the year ended December 31, 2024, 5.9 million shares of common stock have been repurchased and retired at a total value of $300.3 million.

As of December 31, 2024, a cumulative total of 25.2 million shares were repurchased and retired at a total value of $1,301.1 million under the 2022 Repurchase Authorization program.

As of December 31, 2024, $2.0 billion of common stock remained authorized to be repurchased under the 2022 and 2024 Repurchase Authorization programs.

On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) which increased the borrowing limit of our existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the “Receivables Financing Agreements”).

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 Senior Secured Revolving Credit Facility and the 2024 Receivables Financing Agreement.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on h and and the availability to borrow under our Senior Secured Revolving Credit Facility and 2024 Receivables Financing Agreement, we have the ability to access sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios and other covenants and restrictions in our debt agreements.

On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (2024 Repurchase Authorization).

On July 28, 2022, our Board of Directors authorized a share repurchase program for the

purchase of shares of common stock at an aggregate price of up to $2.0 billion (2022 Repurchase Authorization).

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 year ended December 31, 2025, 2.2 million shares of common stock were repurchased and retired at a total value of $50.5 million.

As of December 31, 2025, a cumulative total of 27.4 million shares have been repurchased and retired at a total value of $1,351.1 million under the 2022 Repurchase Authorization program, and $1,948.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

On November 20, 2024, we entered into a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement), which increased the borrowing limit of our then-existing $425.0 million receivables financing agreement (2022 Receivables Financing Agreement) by $75.0 million and extended the maturity date from October 14, 2025 to November 19, 2027 (collectively, the Receivables Financing Agreements).

Under the Receivables Financing Agreements, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us.

In addition, the Receivables Financing Agreements incorporate the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility.

As of December 31, 2024 and 2023, we had $475.0 million and $328.5 million drawn under the 2024 and 2022 Receivables Financing Agreements, respectively.

As of December 31, 2024, $628.3 million of our trade receivables were pledged as collateral and we had $22.1 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was limited by our borrowing base.

We paid debt issuance costs of $1.2 million associated with the 2024 Receivables Financing Agreement.

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

On February 19, 2026, the 2024 Receivables Financing Agreement incorporated the net leverage ratio covenant relief that is contained in the Senior Secured Credit Facility.

As of December 31, 2025 and 2024, we had $340.0 million and $475.0 million, respectively, drawn under the Receivables Financing Agreements.

As of December 31, 2025, $588.8 million of our trade receivables were pledged as collateral and we had $105.5 million of additional borrowing capacity under the 2024 Receivables Financing Agreement, which was subject to the maximum additional borrowings noted above and limited by our borrowing base.

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

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The following table summarizes the AR Facilities activity:

AR Facilities ($ in millions)

AR Facilities

Beginning balance $ 63.3

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The factoring discount paid under the AR Facilities was recorded as interest expense on the consolidated statements of operations.

The factoring discount for the years ended December 31, 2024 and 2023 was $3.0 million and $4.7 million, respectively.

The agreements were without recourse and therefore no recourse liability had been recorded as of December 31, 2023.

We have registered an undetermined number of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.

The factoring discount for the year ended December 31, 2024 was $3.0 million.

We have registered the sale of an undetermined number of securities with the SEC, so that, from time-to-time, we may issue, offer and sell debt securities, preferred stock, common stock and/or warrants to purchase any such securities pursuant to a registration statement.

Credit Ratings

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Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P).

The following table summarizes our credit ratings as of January 31, 2025:

Credit Ratings Long-term Rating Outlook

The following table summarizes our credit ratings as of February 19, 2026:

Credit Rating Agency

Long-term Rating Outlook

Fitch Ratings BBB- Stable

Moody’s Investors Service Ba1 Stable

Standard & Poor’s BB+ Stable

On August 8, 2024, S&P affirmed Olin’s BB+ rating and revised its outlook from positive to stable.

On June 24, 2024, Moody’s affirmed Olin’s Ba1 rating and stable outlook.

On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook.

Moody’s Investors Service Ba1 Negative

Standard & Poor’s

On February 18, 2026, S&P downgraded Olin to BB (from BB+) and affirmed its negative outlook.

On January 14, 2026, Fitch affirmed Olin’s BBB- rating and stable outlook.

On November 20, 2025, Moody’s affirmed Olin’s Ba1 rating and revised its outlook from stable to negative.

Contractual Obligations

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We expect to meet our contractual obligations through our normal sources of liquidity and believe we have the financial resources to satisfy these contractual obligations.

We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deem appropriate.

We have several defined benefit pension and defined contribution plans, as described in Note 12, “Pension Plans,” and Note 16, “Defined Contribution Plans,” in the notes to consolidated financial statements, contained in Item 8—“Financial Statements and Supplementary Data.” We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deem appropriate.

Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year for the domestic qualified defined benefit plan.

Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2026.

The defined contribution and other postretirement plans are not prefunded, and expenses are paid by us as incurred.

We also have postretirement healthcare plans that provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in Note 13, “Postretirement Benefits,” in the notes to consolidated financial statements contained in Item 8—“Financial Statements and Supplementary Data.” The defined contribution and other postretirement plans are not prefunded, and expenses are paid by us as incurred.

Our long-term contractual commitments associated with debt, contingent tax liabilities, pension and other postretirement benefits consisted of the following:

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Total $ 289.2 $ 676.0 $ 1,918.3 $ 1,022.6 $ 3,906.1

(1) Excludes unamortized debt issuance costs and unamortized bond original issue discount of $14.4 million at December 31, 2024.

(1) Excludes unamortized debt issuance costs of $18.1 million at December 31, 2025.

All debt obligations are assumed to be held until maturity.

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These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated.

In connection with international qualified defined benefit pension plans we made cash contributions of $1.3 million, $1.0 million and $1.3 million in 2024, 2023 and 2022, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2025.

In connection with our international qualified defined benefit pension plans we made cash contributions of $0.7 million, $1.3 million and $1.0 million in 2025, 2024 and 2023, respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2026.

Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs.

Our operating lease commitments as described in Item 8, Note 21, “Leases,” are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets.

Our operating lease commitments as described in Item 8—“Financial Statements and Supplementary Data,” Note 21, “Leases,” in the notes to the consolidated financial statements, are primarily for railcars, but also include logistics, manufacturing, storage, real estate, and information technology assets.

Virtually none of our lease agreements contain escalation clauses or step rent provisions.

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Other Guarantees

We also have standby letters of credit outstanding of $166.8 million of which $0.4 million have been issued under our Senior Revolving Credit Facility.

We also have standby letters of credit outstanding of $161.4 million of which $0.4 million have been issued under our 2025 Revolving Credit Facility.

The letters of credit were used to support certain long-term debt, workers compensation in surance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requi rements.

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The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities.

Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items,

litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts.

Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items, litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtful accounts.

We base our estimates on prior experience, current facts and circumstances and other assumptions.

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The discount rate, profitability assumptions and terminal growth rate of our reporting units and the supply and demand fundamentals of the chlor alkali industry are material assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit.

The discount rate reflects a weighted-average cost of capital, which is calculated, in part based on observable market data.

The discount rate reflects a weighted-average cost of capital, which

is calculated, in part based on observable market data.

Some of this data (such as the risk free or treasury rate and the pretax cost of debt) are based on the market data at a point in time.

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NEW ACCOUNTING PRONOUNCEMENTS

Discussion of new accounting pronouncements can be referred to under Item 8, within Note 3, “Recent Accounting Pronouncements.”

Discussion of new accounting pronouncements can be referred to under Item 8—“Financial Statements and Supplementary Data,” within Note 3, “Recent Accounting Pronouncements” of our notes to consolidated financial statements.

DERIVATIVE FINANCIAL INSTRUMENTS

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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.

Settlements on commodity derivative contracts resulted in (losses) gains of $(30.6) million, $(72.5) million, and $58.2 million in 2024, 2023, and 2022, respectively, which were included in cost of goods sold.

Settlements on commodity derivative contracts resulted in gains

(losses) of $16.6 million, $(30.6) million, and $(72.5) million in 2025, 2024, and 2023, respectively, which were included in cost of goods sold.

At December 31, 2025, we had open derivative notional contract positions through 2028 totaling $218.6 million.

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Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting.

The effect on operating results of items not qualifying for hedge accounting was a gain (loss) of $17.0 million, $(15.7) million and $(27.3) million in 2024, 2023 and 2022, respectively.

The effect on operating results of items not qualifying for hedge accounting was a (loss) gain of $(16.8) million, $17.0 million and $(15.7) million in 2025, 2024 and 2023, respectively.

The fair value of our derivative asset and liability balances were:

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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 7. Management’s Discussion and Analysis