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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-20 · 386 added, 292 removed, 1335 unchanged (34% of the section changed)

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issued and outstanding, 113.6 and 115.7 shares

Additional paid-in capital — 24.8

Accumulated other comprehensive loss ( 414.5 ) ( 450.1 )

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($ in millions, except per share data)

Year Ended December 31,

Years Ended December 31,

2025 2024 2023

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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 )

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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

Diluted $ ( 0.88 ) $ 0.91 $ 3.57

Average common shares outstanding:

Weighted-average common shares outstanding:

Basic 114.6 117.8 125.9

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($ in millions)

Year Ended December 31,

Years Ended December 31,

2025 2024 2023

Net income $ 105.0 $ 452.0 $ 1,326.9

Net (loss) income $ ( 101.1 ) $ 105.0 $ 452.0

Other comprehensive income (loss), net of tax:

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Total other comprehensive income (loss), net of tax 35.6 46.2 ( 0.4 )

Comprehensive income 151.2 451.6 1,319.0

Comprehensive (loss) income ( 65.5 ) 151.2 451.6

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

Comprehensive income attributable to Olin Corporation $ 154.8 $ 459.8 $ 1,319.0

Comprehensive (loss) income attributable to Olin Corporation $ ( 64.9 ) $ 154.8 $ 459.8

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

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($ in millions, except per share data)

Year Ended December 31,

Years Ended December 31,

2025 2024 2023

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Balance at beginning of year 2,357.5 2,583.7 2,224.5

Net income 108.6 460.2 1,326.9

Net (loss) income ( 100.5 ) 108.6 460.2

Common stock dividends paid ( 91.6 ) ( 94.2 ) ( 101.0 )

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Operating Activities

Net income $ 105.0 $ 452.0 $ 1,326.9

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

Net (loss) income $ ( 101.1 ) $ 105.0 $ 452.0

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

Depreciation and amortization 521.6 518.1 533.4

Losses of non-consolidated affiliates 3.1 — —

Gains on disposition of property, plant and equipment — — ( 27.0 )

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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 ) —

Other investing activities ( 4.7 ) ( 7.0 ) ( 5.2 )

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Effect of exchange rate changes on cash and cash equivalents 0.4 ( 1.6 ) ( 0.3 )

Net increase (decrease) in cash and cash equivalents 5.3 ( 23.7 ) 13.5

Net (decrease) increase in cash and cash equivalents ( 8.0 ) 5.3 ( 23.7 )

Cash and cash equivalents, beginning of year 175.6 170.3 194.0

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DESCRIPTION OF BUSINESS

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.

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.

ACCOUNTING POLICIES

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Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net income (loss).

See Note 9, “Other Assets,” for additional information related to our equity method investments.

On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd.

(Mitsui), began operations.

BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and ethylene dichloride.

BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and EDC.

Olin holds 51 % interest and exercises control in BWA, and the joint venture is included in our consolidated financial statements in our Chlor Alkali Products and Vinyls segment, with Mitsui’s 49 % interest in BWA classified as noncontrolling interest.

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.

All intercompany accounts and transactions are eliminated in consolidation.

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Shipping and handling fees billed to customers are included in revenue and are considered activities to fulfill the promise to transfer the good.

Allowances for estimated returns, discounts and rebates are considered variable consideration, which may be constrained,

and are estimated and recognized when sales are recorded.

Allowances for estimated returns, discounts and rebates are considered variable consideration, which may be constrained, and are estimated and recognized when sales are recorded.

The estimates are based on various market data, historical trends and information from customers.

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Contract assets were $ 61.4 million and $ 26.7 million as of December 31, 2025 and 2024, respectively, and are included as a component of other current assets and other assets in our consolidated balance sheets.

Substantially all our contract liabilities, net of contract assets, are expected to be realized within one year, when the related performance obligations are satisfied.

As of December 31, 2025, substantially all our contract liabilities and $ 20.9 million of our contact assets are expected to be realized within one year, when the related performance obligations are satisfied.

Cost of Goods Sold and Selling and Administrative Expenses

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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 a gain of $ 15.6 million for insurance recoveries 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.

Other Income (Expense)

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For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultant translation adjustments are included in accumulated other comprehensive loss.

Assets and liabilities denominated in other than the local

currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur.

Assets and liabilities denominated in other than the local currency are remeasured into the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur.

Income and expenses are translated into USD using an approximation of the average rate prevailing during the period.

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Our consolidated balance sheets included an allowance for doubtful accounts receivables of $ 12.2 million and $ 11.8 million and other receivables of $ 82.4 million and $ 94.6 million at December 31, 2025 and 2024, respectively, which were included in receivables, net.

Other receivables primarily relate to indirect taxes in foreign jurisdictions.

Inventories are valued at the lower of cost and net realizable value.

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Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets.

Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included in property, plant and equipment and are depreciated over the useful lives of the related assets.

of the related assets.

Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter.

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Such impairment conditions include an extended period of idleness or a plan of disposal.

impairment indicators are present or other factors exist that indicate that the carrying amount of an asset group may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist.

If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset group may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis at the lowest level for which identifiable cash flows exist.

For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for which identifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level, which represents the asset group.

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Retirement-Related Benefits

We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation—Retirement Benefits”.

These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan.

We account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715 “Compensation—Retirement Benefits.” These models use an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives of the employees in the plan.

Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses.

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therefore, actuarial gains and losses are amortized based upon the remaining life expectancy of the inactive plan participants.

For the years ended December 31, 2024 and 2023, the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 16 years and 17 years, respectively.

For both the years ended December 31, 2025 and 2024, the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 16 years.

One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five-year period.

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See Note 17, “Stock-based Compensation,” for additional information.

There were no significant capitalized stock-based compensation costs during 2025 or 2024.

Share Repurchases

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While the ASU implements further disclosure requirements, it does not change how an entity calculates and/or records its expenses, and it will have no impact on the Company’s consolidated financial statements.

We are currently evaluating the impact of the final rule on our disclosures.

In March 2024, the SEC issued SEC Release Nos.

33-11275 and 34-99678, Enhancement and Standardization of Climate-Related Disclosures for Investors , to enhance and standardize the climate-related disclosures provided by public companies.

The final rule will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board of Directors and management oversee climate-related risks.

Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather events.

The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted with our fiscal year ending December 31, 2025, followed in later years by greenhouse gas-related requirements.

On April 4, 2024, the SEC voluntarily stayed the implementation of these disclosure requirements;

however, we are currently evaluating the impact on our disclosures.

We are currently evaluating the impact of the standard on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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ASU 2023-09 allows for adoption on a prospective or retrospective basis.

We will adopt this standard beginning with our fiscal year ending December 31, 2025.

We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures .

ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced segment expense disclosures on an interim and annual basis.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with the option to early adopt at any time before the effective date.

ASU 2023-07 requires adoption on a retrospective basis.

We adopted the new standard effective December 31, 2024 which did not have a material impact on our consolidated financials.

Upon adoption, we have enhanced our segment disclosures to include the presentation of cost of goods sold by segment and the disclosure of our chief operating decision maker (CODM).

See Note 19, “Segment Information,” for additional information.

We adopted the new standard during 2025, retrospectively, which did not have a material impact on our consolidated financials.

Upon adoption, we have enhanced our income tax disclosures.

See Note 14 “Income Taxes,” for additional information.

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.

We recorded the aggregate excess purchase price over the fair value of identifiable tangible assets acquired and liabilities assumed, which included a final allocation of $ 4.1 million of goodwill allocated to our Winchester segment.

The total assets acquired, excluding goodwill, and liabilities assumed amounted to $ 62.2 million and $ 6.4 million respectively.

The acquisition is not material and therefore supplemental pro forma financial information is not provided.

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 acquisition is not material, and therefore, supplemental pro forma financial information is not provided.

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.

RESTRUCTURING CHARGES

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 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).

On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia.

These actions were substantially completed by December 31, 2023.

On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil.

The closures were completed in the first quarter 2023.

During the fourth quarter of 2022, we committed to and completed a plan to close down one of our bisphenol production lines at our Stade, Germany site.

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

During 2021, we announced that we had made the decision to permanently close our diaphragm-grade chlor alkali capacity, representing 400,000 tons, at our McIntosh, AL facility (McIntosh Plan).

The closure was completed during the third quarter of 2022.

We expect to incur additional restructuring charges through 2027 of approximately $ 20 million related to these actions.

On January 18, 2021, we announced we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), which were completed in the fourth quarter of 2021.

We expect to incur additional restructuring charges through 2025 of approximately $ 5 million related to these actions.

On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our vinylidene chloride (VDC) production facility, both in Freeport, TX (collectively, Freeport 2019 Plan).

The VDC facility and related chlor alkali plant were closed during the fourth quarter of 2020 and second quarter of 2021, respectively.

We expect to incur additional restructuring charges through 2026 of approximately $ 10 million related to these actions.

As a result of weak epoxy resin demand and higher costs within the Latin American region, during the three months ended December 31, 2025, the Company made the decision to close our liquid epoxy resin manufacturing facility in Guarujá, Brazil and recorded restructuring charges of $ 9.6 million, including a $ 4.1 million non-cash asset impairment charge.

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

We expect to incur additional restructuring charges of approximately $ 15 million through 2027 related to this actions.

Prior restructuring and optimization efforts, which have been previously announced and which we continue to execute on, include:

• closure of Chlorine 3 manufacturing facility in Freeport, TX announced on December 11, 2024;

• reduction of epoxy resin capacity at Freeport, TX facility, ceasing of remaining operations at Gumi, South Korea facility and reduction of sales and support staffing across Asia all announced on June 20, 2023;

• closure of cumene facility in Terneuzen, Netherlands and ceasing of solid epoxy resin production at Gumi, South Korea announced on March 21, 2023;

• closure of one of our bisphenol production lines at Stade, Germany site announced in 2022;

• closure of diaphragm-grade chlor alkali capacity of 400,000 tons at McIntosh, AL facility announced in 2021;

• closure of trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX announced January 18, 2021;

• closure of chlor alkali plant with capacity of 230,000 tons and vinylidene chlorine production facility, both in Freeport, TX announced on December 11, 2019.

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

Pretax restructuring charges, by plan, for the years ended December 31, 2024 , 2023 and 2022 were as follows:

Years Ended December 31,

2024 2023 2022

Pretax Restructuring Charges ($ in millions)

Epoxy Optimization Plan $ 24.1 $ 73.4 $ 8.0

McIntosh Plan 2.0 4.7 8.3

Freeport 2021 Plan

Freeport 2019 Plan 5.7 7.5 6.0

Total restructuring charges $ 33.3 $ 89.6 $ 25.3

The following table summarizes the 2024, 2023 and 2022 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of December 31, 2024, 2023 and 2022:

The following table summarizes the 2025, 2024 and 2023 restructuring activity by component and the remaining balances in accrued restructuring costs as of December 31, 2025, 2024 and 2023:

Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Write-off of Equipment and Facility Total

Restructuring Activity by Component ($ in millions)

Changes in Reserve ($ in millions)

Balance at January 1, 2023 $ 9.4 $ 4.2 $ — $ — $ 13.6

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Balance at December 31, 2025 $ 11.8 $ 6.7 $ — $ — $ 18.5

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through December 31, 2024:

Chlor Alkali Products and Vinyls Epoxy Total

McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan

The following table summarizes the cumulative restructuring charges for each segment related to the restructuring and optimization efforts summarized above, by major component, through December 31, 2025:

Chlor Alkali Products and Vinyls Epoxy Other Total

Cumulative Restructuring Charges ($ in millions)

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Total cumulative restructuring charges $ 138.1 $ 118.7 $ 3.1 $ 259.9

As of December 31, 2024, we have incurred cash expenditures of $ 138.2 million and non-cash charges of $ 80.0 million related to these restructuring actions.

The remaining balance of $ 8.3 million is expected to be paid out through 2027.

As of December 31, 2025, we have incurred cumulative restructuring-related cash expenditures of $ 157.3 million and non-cash charges of $ 84.1 million related to our restructuring actions.

The remaining accrued restructuring liability of $ 18.5 million is expected to be paid out through 2030.

We expect to incur additional restructuring charges through 2030 of approximately $ 70.0 million related to these actions.

EARNINGS PER SHARE

Basic and diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding.

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

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

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

Years Ended December 31,

2025 2024 2023

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

Net income attributable to Olin Corporation 108.6 460.2 1,326.9

Basic shares 117.8 125.9 144.9

Basic net income attributable to Olin Corporation per share $ 0.92 $ 3.66 $ 9.16

Diluted shares:

Basic shares 117.8 125.9 144.9

Stock-based compensation 1.7 2.9 3.6

Diluted shares 119.5 128.8 148.5

Diluted net income attributable to Olin Corporation per share $ 0.91 $ 3.57 $ 8.94

The computation of dilutive shares from stock-based compensation does not include 1.9 million, 1.2 million and 0.8 million shares in 2024, 2023 and 2022, respectively, as their effect would have been anti-dilutive.

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

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

Weighted-average common shares - basic 114.6 117.8 125.9

Dilutive effect of stock-based compensation — 1.7 2.9

Weighted-average common shares - diluted 114.6 119.5 128.8

Earnings (loss) per common share attributable to Olin Corporation:

Basic $ ( 0.88 ) $ 0.92 $ 3.66

Diluted $ ( 0.88 ) $ 0.91 $ 3.57

The computation of dilutive shares does not include 3.5 million, 1.9 million and 1.2 million shares in 2025, 2024 and 2023, respectively, as their effect would have been anti-dilutive.

Inventories consisted of the following:

Inventories ($ in millions)

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Pension assets 106.8 43.3

Investment in unconsolidated affiliates 23.0 —

Investments in non-consolidated affiliates 21.3 23.0

Other 85.9 71.5

Other assets $ 1,210.0 $ 1,185.1

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 in the U.S.

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

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

The weighted-average useful life of long-term supply contracts at December 31, 2025, was 19 years.

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Estimated Amortization Expense - Long-term Supply Contracts ($ in millions)

Investments in Non-consolidated Affiliates

Olin Corporation and Plug Power, Inc.

have launched a joint venture named Hidrogenii, LLC.

This strategic partnership aims to leverage the strengths of both companies to advance hydrogen production and utilization.

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

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

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.

and 50 % by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation, and is accounted for using the equity method.

For the year ended December 31, 2024, we contributed capital of $ 23.0 million in the unconsolidated affiliate.

and 50 % by Niloco Hydrogen Holdings LLC, a wholly owned subsidiary of Olin Corporation.

The investments in, and the operating results of, 50%-or-less-owned entities not controlled by Olin are included in the consolidated financial statements using the equity method basis of accounting and classified as non-consolidated affiliates.

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

Investments in Non-consolidated Affiliates ($ in millions)

Balance at beginning of year $ 23.0 $ —

Capital contributions 1.8 23.0

Losses of non-consolidated affiliates (1)

Balance at end of year $ 21.3 $ 23.0

(1) Excludes the impact of $ 0.4 million pretax income for the year ended December 31, 2025, for Olin’s portion of the $ 22.0 million investment tax credit, which is the basis difference between our equity ownership of Hidrogenii and Olin’s investment, and will be recognized over the useful life of the underlying operational assets.

GOODWILL AND INTANGIBLE ASSETS

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$ 1,276.1 $ 145.2 $ 2.7 $ 1,424.0

Goodwill acquired during the year — — 2.7 2.7

Acquisition activity — — ( 0.3 ) ( 0.3 )

Foreign currency translation adjustment 0.3 ( 0.4 ) — ( 0.1 )

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Financing Obligations ($ in millions)

Variable-rate Term Loan Facility, due 2027 (6.057% and 6.955% at December 31, 2024 and 2023, respectively) $ 332.5 $ 341.3

Variable-rate Senior Revolving Credit Facility, due 2027 (6.057% and 6.955% at December 31, 2024 and 2023, respectively) 170.0 68.0

Variable-rate Recovery Zone bonds, due 2024-2035 (5.557% and 6.420% at December 31, 2024 and 2023, respectively) 83.0 103.0

Variable-rate Go Zone bonds, due 2024 (6.420% at December 31, 2023 ) — 50.0

Variable-rate industrial development and environmental improvement obligations, due 2025 (5.00% and 6.45% at December 31, 2024 and 2023, respectively) 2.9 2.9

9.50% senior notes, due 2025 108.6 108.6

5.625% senior notes, due 2029 669.3 669.3

Fixed-rate Financing

9.50 % senior notes, due 2025 (2025 Notes)

5.125 % senior notes, due 2027 (2027 Notes)

5.625 % senior notes, due 2029

5.00 % senior notes, due 2030

6.625 % senior notes, due 2033 (2033 Notes)

Variable-rate Financing

Term Loan Facilities ( 5.438 % and 6.057 % at December 31, 2025 and 2024, respectively)

Revolving Credit Facilities 5.438 % and 6.057 % at December 31, 2025 and 2024, respectively)

Receivables Financing Agreements 340.0 475.0

Recovery zone bonds ( 4.938 % and 5.557 % at December 31, 2025 and 2024, respectively)

Industrial development and environmental improvement obligations ( 5.00 % at December 31, 2024)

Deferred debt issuance costs ( 18.1 ) ( 14.3 )

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Total long-term debt $ 2,717.6 $ 2,713.2

Senior Credit Facility

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 the second quarter of 2024, we 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.

Senior Notes and Senior Credit Facilities

On March 14, 2025, Olin 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.

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

On March 14, 2025, Olin entered into a $ 1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our then-existing $ 1,550.0 million senior credit facility (2022 Senior Credit Facility) by $ 300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030.

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 $ 350.0 million term loan facility (2022 Term Loan Facility, and 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 $ 1,200.0 million revolving credit facility (2022 Revolving Credit Facility, and 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.

During the second quarter of 2024, we utilized our 2022 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 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 were $ 825.3 million.

This limitation would

restrict 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.

Subsequent Event

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 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.

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.

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.

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.

Upon execution of the Senior Secured Credit Facility, there were no covenants or other restrictions that limited our ability to borrow.

Receivables Financing Agreements

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”).

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.

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

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 2024 Receivables Financing Agreement.

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, subject to the maximum additional borrowing total noted above and limited by our borrowing base.

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

These receivables had qualified for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds were included in net cash provided by operating activities in the consolidated statements of cash flows.

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, 2023 and 2022, was $ 3.0 million, $ 4.7 million and $ 3.1 million, respectively.

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.

Senior Notes and Other Financing

Other Financing

Interest expense for the year ended December 31, 2025, included $ 3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

For the year ended December 31, 2025, we paid debt issuance costs of $ 12.0 million associated with the 2033 Notes and the 2025 Senior Credit Facility.

Financing Cash Flows

During 2025 and 2024, 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

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

At December 31, 2024, we had $ 166.8 million in letters of credit outstanding, of which $ 0.4 million were issued under our Senior Revolving Credit Facility.

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

At December 31, 2025, we had $ 161.4 million in letters of credit outstanding, of which $ 0.4 million were issued under our 2025 Revolving Credit Facility.

The letters of credit are used to support certain long-term debt, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.

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Total $ 2,845.4

(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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Interest cost 90.4 8.8 99.2 92.7 8.7 101.4

Actuarial (gain) loss ( 63.9 ) ( 9.6 ) ( 73.5 ) 47.1 14.9 62.0

Actuarial loss (gain) 50.8 ( 26.8 ) 24.0 ( 63.9 ) ( 9.6 ) ( 73.5 )

Benefits paid ( 141.5 ) ( 6.8 ) ( 148.3 ) ( 140.3 ) ( 7.7 ) ( 148.0 )

Plan participant’s contributions — 0.6 0.6 — 0.6 0.6

Settlements — — — — ( 7.5 ) ( 7.5 )

Foreign currency translation adjustments — 31.0 31.0 — ( 17.1 ) ( 17.1 )

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Benefits paid ( 141.5 ) ( 2.4 ) ( 143.9 ) ( 140.4 ) ( 4.1 ) ( 144.5 )

Settlements — — — — ( 7.1 ) ( 7.1 )

Foreign currency translation adjustments — 4.3 4.3 — ( 2.9 ) ( 2.9 )

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We recorded a $ 43.9 million after-tax benefit ($ 57.4 million pretax) to shareholders’ equity as of December 31, 2025, for our pension plans.

This benefit primarily reflected 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 a $ 16.5 million after-tax benefit ($ 22.9 million pretax) to shareholders’ equity as of December 31, 2024, for our pension 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 a $ 11.9 million after-tax charge ($ 16.4 million pretax) to shareholders’ equity as of December 31, 2023, for our pension 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.

The $ 24.0 million actuarial loss for 2025 was primarily due to a 30 -basis point decrease in the domestic pension plans’ discount rate, partially offset by a 60 -basis point increase in the international defined benefit pension plans’ discount rate.

The $ 73.5 million actuarial gain for 2024 was primarily due to 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.

The $ 62.0 million actuarial loss for 2023 was primarily due to 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.

Amounts recognized in the consolidated balance sheets consisted of:

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Asset Class Target Allocation Target Range

15 % 5% - 25%

10 % 0% - 30%

Fixed income/cash (1)

74 % 30% - 95%

Alternative investments 3 % 0%-38%

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Interest cost 1.5 0.2 1.7 1.1 0.3 1.4

Actuarial (gain) loss ( 5.0 ) ( 1.8 ) ( 6.8 ) 1.5 0.2 1.7

Actuarial loss (gain) 5.5 ( 0.2 ) 5.3 ( 5.0 ) ( 1.8 ) ( 6.8 )

Benefits paid ( 3.6 ) ( 0.3 ) ( 3.9 ) ( 4.6 ) ( 0.3 ) ( 4.9 )

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Funded status $ ( 24.0 ) $ ( 6.5 ) $ ( 30.5 ) $ ( 20.1 ) $ ( 6.6 ) $ ( 26.7 )

We recorded a $ 5.2 million after-tax benefit ($ 6.8 million pretax) to shareholders’ equity as of December 31, 2024, for our other postretirement plans.

In 2023, we recorded an after-tax charge of $ 1.3 million ($ 1.7 million pretax) to shareholders’ equity as of December 31, 2023, for our other postretirement plans.

We recorded a $ 4.0 million after-tax loss ($ 5.3 million pretax) to shareholders’ equity as of December 31, 2025, for our other postretirement plans, primarily as a result of a change in discount rate.

In 2024, we recorded an after-tax benefit of $ 5.2 million ($ 6.8 million pretax) to shareholders’ equity as of December 31, 2024, for our other postretirement plans, primarily as a result of a change in discount rate.

Amounts recognized in the consolidated balance sheets consisted of:

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Foreign 124.7 201.6 102.6

Income before taxes $ 141.7 $ 559.3 $ 1,676.0

Components of Income Tax Provision (Benefit)

Income (loss) before taxes $ ( 161.1 ) $ 141.7 $ 559.3

Components of Income Tax (Benefit) Provision

Federal $ 3.8 $ 46.4 $ 96.2

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Total deferred ( 91.7 ) ( 39.8 ) ( 56.3 )

Income tax provision $ 36.7 $ 107.3 $ 349.1

The Inflation Reduction Act (IRA) was enacted in the United States on August 16, 2022 and allows for the purchase of energy tax credits.

These credits provide the opportunity to invest in clean energy solutions while achieving tax benefits.

During 2024, Olin purchased tax credits totaling $ 29.7 million, discounted by $ 2.7 million, for a net cash payment of $ 27.0 million.

The $ 2.7 million discount was recorded as a tax benefit in 2024.

The remaining $ 27.0 million of purchased credits was included in cash paid for income taxes within our supplemental cash flow details.

Income tax (benefit) provision $ ( 60.0 ) $ 36.7 $ 107.3

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

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

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

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

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

As a result, we recorded a $ 34.5 million reduction to costs of goods sold primarily related to Section 45V.

We expect to continue to qualify for Section 45V through 2032.

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

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

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

The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S.

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Years Ended December 31,

Effective Tax Rate Reconciliation (Percent) 2024 2023 2022

Statutory federal tax rate 21.0 % 21.0 % 21.0 %

State income taxes, net 1.6 2.7 2.3

Foreign rate differential 1.0 ( 1.8 ) 1.5

tax on foreign earnings 11.3 1.7 ( 0.8 )

2025 2024 2023

Effective Tax Rate Reconciliation (Percent) Amount Percent Amount Percent Amount Percent

($ in millions)

US Federal Statutory Income Tax Rate ( 33.8 ) 21.0 % 29.8 21.0 % 117.5 21.0 %

Domestic Federal

IRA credits ( 10.2 ) 6.3 — — — —

Purchase discount on tax credits — — ( 2.7 ) ( 1.9 ) — —

Research credits ( 0.1 ) 0.1 — — ( 2.1 ) ( 0.4 )

Nontaxable or nondeductible items

IRA credits associated with clean hydrogen production ( 11.9 ) 7.4 — — — —

Salt depletion ( 8.7 ) 5.4 ( 9.3 ) ( 6.6 ) ( 9.0 ) ( 1.6 )

Change in valuation allowance 13.6 2.0 0.4

Change in tax contingencies ( 17.9 ) ( 0.5 ) 0.5

Share based payments 0.1 ( 0.1 ) ( 2.7 ) ( 1.9 ) ( 5.5 ) ( 1.0 )

Return to provision 1.0 ( 3.1 ) ( 0.6 )

federal tax credits ( 1.9 ) — ( 0.1 )

Nontaxable or nondeductible exchange rate results ( 9.5 ) 5.9 4.8 3.4 ( 2.5 ) ( 0.4 )

Prior year taxes 5.0 ( 3.1 ) 0.6 0.4 ( 16.3 ) ( 2.9 )

Non-deductible intercompany transactions 1.7 ( 1.1 ) — — — —

Other reconciling items 0.8 ( 0.5 ) 1.2 0.8 2.3 0.4

Cross-border tax laws

Subpart F (1)

3.2 ( 2.0 ) 3.4 2.4 7.0 1.3

Global intangible low-taxed income (GILTI) (1)

1.8 ( 1.1 ) — — — —

US taxation on foreign branches ( 4.7 ) 2.9 ( 13.1 ) ( 9.2 ) ( 6.4 ) ( 1.1 )

Withholding tax on unremitted earnings 4.4 ( 2.7 ) 1.0 0.7 5.8 1.0

Changes in valuation allowances 13.7 ( 8.5 ) 14.4 10.2 6.0 1.1

Domestic state and local income taxes, net of federal effect (2)

( 11.3 ) 7.0 ( 2.3 ) ( 1.6 ) 11.5 2.1

Foreign Tax Effects

Statutory income tax rate differential ( 4.7 ) 2.9 ( 5.6 ) ( 4.0 ) ( 7.1 ) ( 1.3 )

Provincial tax 8.8 ( 5.5 ) 10.5 7.4 13.1 2.3

Nontaxable or nondeductible exchange rate results ( 0.4 ) 0.2 3.6 2.5 ( 0.5 ) ( 0.1 )

Tax credits ( 0.7 ) 0.4 ( 2.9 ) ( 2.0 ) ( 1.2 ) ( 0.2 )

Other ( 0.5 ) 0.3 1.0 0.7 ( 2.1 ) ( 0.4 )

Statutory income tax rate differential 0.4 ( 0.2 ) ( 0.8 ) ( 0.6 ) ( 1.2 ) ( 0.2 )

Trade tax ( 1.1 ) 0.7 2.1 1.5 3.1 0.6

Tax audit settlement — — 2.4 1.7 — —

Statutory tax rate change 7.0 ( 4.3 ) — — — —

Other ( 1.9 ) 1.2 0.5 0.4 2.1 0.4

Years Ended December 31,

2025 2024 2023

Effective Tax Rate Reconciliation (Percent) Amount Percent Amount Percent Amount Percent

($ in millions)

Statutory income tax rate differential ( 1.1 ) 0.7 ( 3.9 ) ( 2.8 ) ( 6.6 ) ( 1.2 )

Non-deductible exchange rate results ( 1.1 ) 0.7 5.8 4.1 ( 2.2 ) ( 0.4 )

Legal entity liquidation — ( 0.5 ) ( 2.0 )

Other, net 1.7 0.8 0.2

Valuation allowances 3.9 ( 2.4 ) 23.9 16.9 — —

Other ( 1.1 ) 0.7 ( 1.3 ) ( 0.9 ) 1.7 0.3

Statutory income tax rate differential ( 10.0 ) 6.2 ( 8.2 ) ( 5.8 ) ( 6.9 ) ( 1.2 )

Cantonal tax 2.7 ( 1.7 ) 0.4 0.3 ( 0.2 ) —

Top-up tax 2.4 ( 1.5 ) 1.9 1.3 — —

Other 0.4 ( 0.2 ) 0.2 0.1 0.9 0.2

Statutory income tax rate differential — — 1.0 0.7 ( 2.1 ) ( 0.4 )

Non-deductible intercompany transactions — — 4.3 3.0 — —

Non-taxable interest — — ( 2.1 ) ( 1.5 ) ( 2.0 ) ( 0.4 )

Other 0.4 ( 0.2 ) ( 0.1 ) ( 0.1 ) ( 0.6 ) ( 0.1 )

Statutory income tax rate differential ( 3.0 ) 1.9 — — — —

Statutory income tax rate differential ( 3.0 ) 1.9 1.3 0.9 ( 1.0 ) ( 0.2 )

Withholding tax on unremitted earnings ( 0.4 ) 0.2 0.9 0.6 ( 1.0 ) ( 0.2 )

Other 1.7 ( 1.1 ) 0.3 0.2 2.9 0.5

Statutory income tax rate differential 0.4 ( 0.2 ) 1.0 0.7 ( 0.8 ) ( 0.1 )

Non-taxable intercompany transactions — — ( 7.0 ) ( 4.9 ) — —

Valuation allowances ( 2.6 ) 1.6 0.9 0.6 5.5 1.0

Other 0.2 ( 0.1 ) — — ( 0.4 ) ( 0.1 )

Statutory income tax rate differential ( 0.1 ) 0.1 0.2 0.1 0.2 —

Valuation allowances ( 0.4 ) 0.2 1.6 1.1 — —

Other — — ( 0.1 ) ( 0.1 ) 0.1 —

Statutory income tax rate differential ( 0.2 ) 0.1 ( 0.1 ) ( 0.1 ) 0.2 —

Non-taxable intercompany transactions ( 1.6 ) 1.0 ( 1.2 ) ( 0.7 ) — —

Valuation allowances — — 0.2 0.2 1.6 0.3

Other 0.3 ( 0.2 ) — — 0.1 —

Other foreign jurisdictions ( 0.5 ) 0.2 5.4 3.9 5.1 0.9

Worldwide changes in unrecognized tax benefits (3)

5.3 ( 3.3 ) ( 24.5 ) ( 17.2 ) ( 1.7 ) ( 0.3 )

Effective tax rate $ ( 60.0 ) 37.2 % $ 36.7 25.9 % $ 107.3 19.2 %

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.

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.

(1) We have presented GILTI and Subpart F net of their respective credits.

(2) For the years ended December 31, 2025, 2024, and 2023 at least 50% of state income tax expense or benefit related to California, Illinois, Louisiana and Missouri.

(3) We elected to reflect the changes in unrecognized tax benefits on an aggregate basis for all jurisdictions worldwide.

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.

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.

Years Ended December 31,

Income Taxes Paid (Refunded) 2025 2024 2023

Amount Percent Amount Percent Amount Percent

($ in millions)

US Federal $ 29.1 17.4 % $ 57.0 53.9 % $ 35.6 31.9 %

US State and Local

Illinois ( 0.7 ) ( 0.4 ) % — — % ( 8.9 ) ( 8.0 ) %

Other 0.1 0.1 % 11.3 10.7 % 9.4 8.4 %

Total state and local ( 0.6 ) ( 0.3 ) % 11.3 10.7 % 0.5 0.4 %

Federal 23.4 14.0 % 19.6 18.5 % 28.5 25.5 %

Provincial tax 9.6 5.7 % 8.5 8.0 % 15.8 14.1 %

Federal 52.5 31.4 % — — % — — %

Trade tax 36.0 21.5 % 1.8 1.7 % ( 0.2 ) ( 0.2 ) %

Brazil 0.7 0.4 % — — % 26.3 23.5 %

Federal 9.2 5.5 % 2.7 2.6 % 0.4 0.4 %

Cantonal tax 1.7 1.0 % 0.4 0.4 % 0.1 0.1 %

Other 5.5 3.4 % 4.4 4.2 % 4.7 4.3 %

Total foreign 138.6 82.9 % 37.4 35.4 % 75.6 67.7 %

Total taxes paid $ 167.1 100.0 % $ 105.7 100.0 % $ 111.7 100.0 %

Components of Deferred Tax Assets and Liabilities ($ in millions)

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As of December 31, 2025, we had $ 24.0 million of gross unrecognized tax benefits, which would have a net $ 24.0 million impact on the effective tax rate, if recognized.

The change for both 2024 and 2023 primarily relates to additional gross unrecognized benefits for current and prior year tax positions, as well as decreases for prior year tax positions.

The amounts of unrecognized tax benefits were as follows:

The changes in amounts of unrecognized tax benefits were as follows:

Unrecognized Tax Benefits ($ in millions)

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As of December 31, 2025 and 2024, interest and penalties accrued were $ 3.2 million and $ 3.2 million, respectively.

For 2024, 2023 and 2022, we recorded expense related to interest and penalties of $ 1.2 million, $ 0.7 million and $ 0.7 million, respectively.

As of December 31, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $ 11.1 million over the next twelve months.

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

For 2024 and 2023, we recorded expense related to interest and penalties of $ 1.2 million and $ 0.7 million, respectively.

We operate globally and file income tax returns in numerous jurisdictions.

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Contract liabilities (current portion only) 38.6 23.2

Manufacturing related accruals

Customer related obligations 186.0 106.3

Environmental (current portion only) 30.0 30.0

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Accrued liabilities $ 630.1 $ 435.5

As of December 31, 2025, customer related obligations of $ 186.0 million included $ 75.0 million associated with the Shintech litigation matter discussed in Note 22, “Commitments and Contingencies,” in addition to previously recorded accruals for a VCM pricing dispute with Shintech Incorporated (Shintech), all of which are expected to be paid in the first half of 2026.

DEFINED CONTRIBUTION PLAN

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Employee Retirement Savings Plan

We sponsor a defined contribution plan for qualifying domestic employees, for which the company contributes between 5.0 % and 7.5 % of the employee’s eligible compensation into an individual retirement contribution account (Company Contribution).

We sponsor a defined contribution plan for qualifying domestic employees, for which the Company contributes between 5.0 % and 7.5 % of the employees’ eligible compensation into a retirement account (Company Contribution).

Employees generally vest in the value of the Company Contribution according to a schedule based on service.

Prior to February 2023, participants vested 25 % after 2 years of service, and 25 % each year thereafter, through year 5 of service.

After February 2023, participants vest 50 % after 2 years of service and 100 % after 3 years of service.

We also match a percentage of our employee’s contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions.

Prior to February 2023, participants vested 25 % after 2 years of service, and 25 % each year thereafter, through year 5 of service.

After February 2023, employees immediately vest in the Company Match.

We also match a percentage of our employees’ contributions (Company Match), which are invested in the same investment allocation as the employees’ contributions.

Employees immediately vest in the Company Match.

Our contributions to the defined contribution plan for 2025, 2024 and 2023, were as follows:

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2025 2024 2023

Employee Retirement Savings Plan Expense ($ in millions)

Employee Retirement Savings Plan ($ in millions)

Company Contribution $ 39.8 $ 37.6 $ 36.8

Company Match 16.9 14.6 14.5

Total expense $ 52.2 $ 51.3 $ 51.8

Total contributions $ 56.7 $ 52.2 $ 51.3

Supplemental Executive Retirement Plan

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STOCK-BASED COMPENSATION

Stock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included in cost of goods sold with the remainder recognized in corporate/other.

There were no significant capitalized stock-based compensation costs.

Stock-based compensation granted includes stock options, performance share awards, restricted stock awards and deferred directors’ compensation.

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We issue shares to settle stock options, restricted stock and other share-based performance awards.

In 2025, long-term incentive awards included performance share awards and restricted stock.

In 2024 and 2023, long-term incentive awards included stock options, performance share awards and restricted stock.

The stock option exercise price was set at the fair market value of common stock on the date of the grant.

Performance Shares

Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock.

Payouts for performance share awards are based on two criteria:

(1) 50 % of the award is based on Olin’s total shareholder returns (TSR) over the applicable three -year performance cycle in relation to the TSR over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants and (2) 50 % of the award is based on Olin’s net income over the applicable three -year performance cycle in relation to the net income goal for such period as set by the Compensation Committee of Olin’s Board of Directors.

The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target.

If an employee leaves the Company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three -year performance cycle is completed.

The fair value of each performance share award based on net income was estimated on the date of grant, using the current stock price.

The fair value of each performance share award based on TSR was estimated on the date of grant, using a Monte Carlo simulation model with the following weighted-average assumptions:

Grant Date Assumptions - Performance Shares 2025 2024 2023

Risk-free interest rate 4.27 % 4.53 % 4.46 %

Expected volatility of Olin common stock 37 % 41 % 52 %

Expected average volatility of peer companies 35 % 37 % 42 %

Average correlation coefficient of peer companies 0.45 0.40 0.51

Expected life (years) 3.0 3.0 3.0

Grant date fair value (TSR-based award) $ 27.46 $ 72.80 $ 86.98

Grant date fair value (net income-based award) $ 27.62 $ 54.07 $ 60.55

Performance share awards granted 573,480 180,714 161,474

The risk-free interest rate was based on zero coupon U.S.

Treasury securities rates for the expected life of the performance share awards.

The expected volatility of Olin common stock and peer companies was based on historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility.

The average correlation coefficient of peer companies was determined based on historical trends of Olin’s common stock price compared to the peer companies.

Expected life of the performance share award grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate of future exercise patterns.

Performance share transactions were as follows:

To Settle in Cash To Settle in Shares

Performance Share Transactions Shares Weighted-Average Fair Value per Share Shares Weighted-Average Fair Value per Share

Outstanding at January 1, 2025 144,976 $ 33.54 180,216 $ 54.92

Granted 286,740 24.78 286,740 24.78

Adjustment for performance achievement (1)

( 136,884 ) 23.50 ( 89,668 ) 27.58

Paid/issued ( 57,381 ) 33.54 ( 17,628 ) 59.55

Converted from shares to cash 4,151 37.26 ( 4,151 ) 37.26

Canceled ( 16,334 ) 21.07 ( 33,272 ) 40.97

Outstanding at December 31, 2025 225,268 $ 21.07 322,237 $ 27.62

Total vested at December 31, 2025 88,469 $ 21.07 143,500 $ 42.16

(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.

The summary of the status of our unvested performance shares to be settled in cash were as follows:

Unvested Performance Shares Shares Weighted-Average Fair Value per Share

Unvested at January 1, 2025 52,014 $ 33.54

Granted 286,740 24.78

Adjustment for performance achievement (1)

( 136,884 ) 23.50

Vested ( 48,737 ) 21.07

Canceled ( 16,334 ) 21.07

Unvested at December 31, 2025 136,799 $ 21.07

(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.

At December 31, 2025, the liability recorded for performance shares to be settled in cash totaled $ 1.9 million.

The total unrecognized compensation cost related to unvested performance shares at December 31, 2025, was $ 8.4 million and was expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

During the years ended December 31, 2025 and 2024, we granted restricted stock units of 550,374 and 237,679 , respectively, at a weighted average grant date fair value per share of $ 26.10 and $ 55.50 , respectively.

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

The awards typically vest ratably, on an annual basis, over three years, but not less than one year.

Stock Options

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Stock options granted 606,157 564,124

(1) During the year ended December 31, 2025, Olin granted no stock options.

Dividend yield was based on our current dividend yield as of the option grant date.

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Outstanding at January 1, 2025 4,396,995 13.14-65.77 $ 36.42 3,399,041 $ 31.11

Granted 606,157 42.44-57.59 53.34

Exercised ( 100,080 ) 13.14-27.40 22.93

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At December 31, 2025, the average exercise period for all outstanding and exercisable options was 48 months and 42 months, respectively.

At December 31, 2024, the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $ 21.4 million, which includes exercisable options of $ 21.4 million.

At December 31, 2025, the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $ 2.9 million, all of which were exercisable.

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023, was $ 0.5 million, $ 25.3 million and $ 29.7 million, respectively.

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1997 Stock Plan for Non-employee Directors 348,180 30,169

Performance Shares

Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock.

Payouts for performance share awards are based on two criteria:

The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target.

If an employee leaves the company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three -year performance cycle is completed.

Granted shares reflects changes in assumptions associated with the expected achievement of the aforementioned criteria.

The fair value of each performance share award based on net income was estimated on the date of grant, using the current stock price.

The fair value of each performance share award based on TSR was estimated on the date of grant, using a Monte Carlo simulation model with the following weighted-average assumptions:

Grant Date Assumptions - Performance Shares 2024 2023 2022

Risk-free interest rate 4.53 % 4.46 % 1.74 %

Expected volatility of Olin common stock 41 % 52 % 59 %

Expected average volatility of peer companies 37 % 42 % 47 %

Average correlation coefficient of peer companies 0.40 0.51 0.51

Expected life (years) 3.0 3.0 3.0

Grant date fair value (TSR-based award) $ 72.80 $ 86.98 $ 64.13

Grant date fair value (net income-based award) $ 54.07 $ 60.55 $ 49.71

Performance share awards granted 180,714 161,474 184,000

The risk-free interest rate was based on zero coupon U.S.

Treasury securities rates for the expected life of the performance share awards.

The average correlation coefficient of peer companies was determined based on historical trends of Olin’s common stock price compared to the peer companies.

Performance share transactions were as follows:

To Settle in Cash To Settle in Shares

Performance Share Transactions Shares Weighted-Average Fair Value per Share Shares Weighted-Average Fair Value per Share

Outstanding at January 1, 2024 395,662 $ 54.18 339,852 $ 43.65

Granted 90,357 63.44 90,357 63.44

Adjustment for performance achievement (1)

( 113,146 ) 42.88 1,093 55.16

Paid/issued ( 211,534 ) 54.18 ( 151,845 ) 28.99

Converted from shares to cash 17,662 50.95 ( 17,662 ) 50.95

Canceled ( 34,025 ) 33.54 ( 81,579 ) 56.57

Outstanding at December 31, 2024 144,976 $ 33.54 180,216 $ 54.92

Total vested at December 31, 2024 92,962 $ 33.54 99,332 $ 54.24

(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.

The summary of the status of our unvested performance shares to be settled in cash were as follows:

Unvested Performance Shares Shares Weighted-Average Fair Value per Share

Unvested at January 1, 2024 85,827 $ 54.18

Granted 90,357 63.44

Adjustment for performance achievement (1)

( 113,146 ) 42.88

Vested 23,001 33.54

Canceled ( 34,025 ) 33.54

Unvested at December 31, 2024 52,014 $ 33.54

(1) Reflects the number of shares achieved above or below target, based on actual performance throughout the performance period.

At December 31, 2024, the liability recorded for performance shares to be settled in cash totaled $ 2.8 million.

The total unrecognized compensation cost related to unvested performance shares at December 31, 2024, was $ 6.2 million and was expected to be recognized over a weighted-average period of 1.8 years.

SHAREHOLDERS’ EQUITY

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

The Board of Directors previously authorized share repurchases with a $ 2.0 billion, $ 1.0

billion and $ 500.0 million authorization on July 28, 2022 (the 2022 Repurchase Authorization), November 1, 2021 (the 2021 Repurchase Authorization) and April 26, 2018 (the 2018 Repurchase Authorization), respectively.

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

The Board of Directors previously authorized share repurchases with a $ 2.0 billion authorization on July 28, 2022 (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.

The 2021 Repurchase Authorization and 2018 Repurchase Authorization terminated in 2022, upon the purchase of $ 1.0 billion and $ 500.0 million in common stock, respectively.

For the years ended December 31, 2024, 2023 and 2022, 5.9 million, 13.3 million and 25.7 million shares, respectively, of common stock have been repurchased and retired at a total value of $ 300.3 million, $ 711.3 million and $ 1,350.7 million, respectively.

As of December 31, 2024, a cumulative total of 25.1 million shares were repurchased and retired at a total value of $ 1,301.1 million and $ 698.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program.

For the years ended December 31, 2025, 2024 and 2023, 2.2 million, 5.9 million and 13.3 million shares, respectively, of common stock were repurchased and retired at a total value of $ 50.5 million, $ 300.3 million and $ 711.3 million, respectively.

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 $ 648.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization program.

As of December 31, 2024, there have been no repurchases under the 2024 Repurchase Authorization program and $ 1.3 billion remained available.

During 2024, 2023 and 2022, we issued 0.9 million, 1.0 million and 1.1 million shares, respectively, with a total value of $ 23.9 million, $ 25.4 million and $ 25.7 million, respectively, representing stock options exercised.

We issued 0.1 million, 0.9 million and 1.0 million shares representing stock options exercised for the years ended December 31, 2025, 2024 and 2023, respectively, with a total value of $ 2.3 million, $ 23.9 million and $ 25.4 million, respectively.

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.

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Balance at January 1, 2023 $ ( 38.6 ) $ ( 32.5 ) $ ( 424.8 ) $ ( 495.9 )

Unrealized (losses) gains ( 27.7 ) ( 15.6 ) 72.1 28.8

Reclassification adjustments of (gains) losses into income — ( 58.2 ) 35.5 ( 22.7 )

Tax benefit (provision) — 18.5 ( 32.5 ) ( 14.0 )

Net change ( 27.7 ) ( 55.3 ) 75.1 ( 7.9 )

Balance at December 31, 2022 ( 38.6 ) ( 32.5 ) ( 424.8 ) ( 495.9 )

Unrealized losses ( 1.1 ) ( 53.6 ) ( 18.1 ) ( 72.8 )

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Balance at December 31, 2024 ( 45.9 ) 7.8 ( 412.0 ) ( 450.1 )

Net income (loss) and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.

Net income (loss) and non-operating pension income included the amortization of prior service costs and actuarial gains (losses) from accumulated other comprehensive loss.

Unrealized (losses) gains ( 6.3 ) 14.2 52.1 60.0

Reclassification adjustments of (gains) losses into income — ( 16.6 ) 5.6 ( 11.0 )

Tax benefit (provision) — 0.5 ( 13.9 ) ( 13.4 )

Net change ( 6.3 ) ( 1.9 ) 43.8 35.6

Balance at December 31, 2025 $ ( 52.2 ) $ 5.9 $ ( 368.2 ) $ ( 414.5 )

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

Non-operating pension income included the amortization of prior service costs and actuarial gains (losses) from accumulated other comprehensive loss.

SEGMENT INFORMATION

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In arriving at this conclusion, we considered that the individual who receives the relevant financial information, which is primarily provided in the form of segment operations reviews, is ultimately our CEO.

Further, our CEO assesses the reasonableness of resource allocation, primarily in the form of capital allocation and budgetary analysis, and reviews segment results and resource allocation summaries prepared by segment management, consistent with their view of the business as a whole.

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.

Further, our CEO assesses the reasonableness of resource

allocation, primarily in the form of capital allocation and budgetary analysis, and reviews segment results and resource allocation summaries prepared by segment management, consistent with their view of the business as a whole.

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.

Sales are attributed to geographic areas based on customer location.

Cost of goods sold at Corporate is primarily attributed to environmental expense.

Other segment items for each reportable segment includes selling, general and administrative expenses and profit (loss) from other nonconsolidated affiliates.

Other segment items for each reportable segment includes selling, general and administrative expenses and earnings (losses) from non-consolidated affiliates.

Segment assets include only those assets which are directly identifiable to an operating segment.

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Non-operating pension income — — — 20.6 20.6

Income before taxes $ 296.4 $ ( 85.0 ) $ 237.9 $ ( 307.6 ) $ 141.7

Income (loss) before taxes $ 181.1 $ ( 103.5 ) $ 67.7 $ ( 306.4 ) $ ( 161.1 )

Depreciation and amortization expense $ 423.6 $ 51.7 $ 34.2 $ 12.1 $ 521.6

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Non-operating pension income — — — 26.0 26.0

Income before taxes $ 664.2 $ ( 31.0 ) $ 255.6 $ ( 329.5 ) $ 559.3

Income (loss) before taxes

$ 296.4 $ ( 85.0 ) $ 237.9 $ ( 307.6 ) $ 141.7

Depreciation and amortization expense $ 424.6 $ 53.7 $ 33.8 $ 6.0 $ 518.1

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Non-operating pension income — — — 24.0 24.0

Income before taxes $ 1,181.3 $ 388.5 $ 372.9 $ ( 266.7 ) $ 1,676.0

Income (loss) before taxes

$ 664.2 $ ( 31.0 ) $ 255.6 $ ( 329.5 ) $ 559.3

Depreciation and amortization expense $ 440.7 $ 57.4 $ 27.2 $ 8.1 $ 533.4

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Aromatics and allylics 564.7 512.2 525.1

Epoxy resins 714.1 804.1 1,351.9

Epoxy resins and formulated solutions 807.1 714.1 804.1

Total Epoxy 1,371.8 1,226.3 1,329.2

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Military and law enforcement (1)

1,088.2 847.0 702.2

Total Winchester 1,724.6 1,683.6 1,508.7

Total sales $ 6,780.8 $ 6,540.1 $ 6,833.0

(1) For the years ended December 31, 2025, 2024 and 2023, revenue recognized over time represented $ 344.7 million, $ 206.5 million and $ 104.8 million respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

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At seven of the nine sites, a remedial action plan is being developed for part of the site.

At six of the nine sites, a remedial design is being developed at part of the site and at five of the nine sites, part of the site is subject to a remedial investigation.

At seven of the nine sites, a remedial design is being developed at part of the site and at four of the nine sites, part of the site is subject to a remedial investigation.

All nine sites are either associated with past manufacturing operations or former waste disposal sites.

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

It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations.

At December 31, 2025, we estimate that it is reasonably possible that we may have additional contingent environmental liabilities of $ 100 million in addition to the amounts for which we have already recorded as a reserve.

Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and

information technology assets.

Our lease commitments are primarily for railcars, but also include logistics, manufacturing, storage, real estate and information technology assets.

Our leases have remaining lease terms of up to 89 years ( 12 years excluding land leases), some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases within one year .

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Depreciation of leased assets — — 0.5

Interest on lease liabilities — — 0.1

Total lease expense $ 118.2 $ 113.1 $ 113.5

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Operating cash flows from operating leases $ 81.3 $ 84.2 $ 88.8

Operating cash flows from finance leases — — 0.1

Financing cash flows from finance leases — — 1.9

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Weighted-Average Discount Rate - Operating leases 4.7 % 4.2 %

As of December 31, 2024, we have additional operating leases that have not yet commenced of approximately $ 28.6 million which are expected to commence during 2025 with lease terms between 5 years and 10 years.

As of December 31, 2025, we have additional operating leases that have not yet commenced of approximately $ 131.8 million.

which are expected to commence during 2026 and 2027 with lease terms between 5 years and 12 years.

COMMITMENTS AND CONTINGENCIES

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Legal Matters

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

At December 31, 2024 and 2023, our consolidated balance sheets included accrued liabilities for these legal actions of $ 19.7 million and $ 14.2 million, respectively.

These liabilities do not include costs associated with legal representation.

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

District Court for the Southern District of Texas.

Shintech alleged that Olin breached a long‑term VCM supply agreement relating to deliveries to Shintech’s polyvinyl chloride (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.

Olin supplies VCM to Shintech under a long-term supply contract.

Shintech sought injunctive relief compelling performance under the supply agreement, specific performance of Olin’s alleged contractual obligations, and recovery of monetary damages.

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, which is included in our December 31, 2025 consolidated balance sheet under customer related obligations within Note 15, “Accrued Liabilities.” 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.

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

As of December 31, 2025 and 2024, our consolidated balance sheets included accrued liabilities for these other legal actions of $ 20.1 million and $ 19.7 million, respectively, which are included under legal and professional costs within Note 15, “Accrued Liabilities.” These liabilities do not include costs associated with legal representation.

Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations.

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The counterparties to the forward contracts are large financial institutions;

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

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

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

Notional Value - Foreign Currency ($ in millions)

Buy $ — $ 21.0

Sell 134.0 133.7

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Total derivative assets (1)

$ 23.8 $ 16.5

Current Liabilities

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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 8. Financial Statements and Supplementary Data