What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-10-28 · 177 added, 305 removed, 533 unchanged (47% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

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

March 31, 2026 December 31, 2025 March 31, 2025

Current assets:

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113.9 113.6 115.1

Additional paid-in capital 4.8 — —

Accumulated other comprehensive loss ( 418.4 ) ( 414.5 ) ( 430.6 )

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($ in millions, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Sales $ 1,583.0 $ 1,644.2

3 unchanged sentences

Restructuring charges 9.1 4.0

Other operating income 0.4 0.6 0.2 0.8

Operating income 82.8 15.5 161.8 249.2

Operating (loss) income ( 78.3 ) 43.7

Losses of non-consolidated affiliates ( 1.4 ) —

4 unchanged sentences

Income tax (benefit) provision ( 35.3 ) 0.9

Net income (loss) 43.7 ( 25.2 ) 42.1 94.9

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

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

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

Net (loss) income ( 83.0 ) 1.2

Net loss attributable to noncontrolling interests — ( 0.2 )

Net (loss) income attributable to Olin Corporation $ ( 83.0 ) $ 1.4

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

Basic $ ( 0.73 ) $ 0.01

7 unchanged sentences

($ in millions)

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

2025 2024 2025 2024

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

Three Months Ended March 31,

Net (loss) income $ ( 83.0 ) $ 1.2

Other comprehensive (loss) income, net of tax:

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Total other comprehensive (loss) income, net of tax ( 3.9 ) 19.5

Comprehensive income (loss) 32.9 ( 17.4 ) 30.0 125.0

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

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

Comprehensive (loss) income ( 86.9 ) 20.7

Comprehensive loss attributable to noncontrolling interests — ( 0.2 )

Comprehensive (loss) income attributable to Olin Corporation $ ( 86.9 ) $ 20.9

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

2 unchanged sentences

($ in millions, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Balance at beginning of period $ 113.6 $ 115.7

18 unchanged sentences

Balance at beginning of period 2,139.8 2,357.5

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

Net (loss) income attributable to Olin Corporation ( 83.0 ) 1.4

Common stock dividends paid ( 22.8 ) ( 23.0 )

4 unchanged sentences

Balance at beginning of period 31.7 32.3

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

Net loss attributable to noncontrolling interests — ( 0.2 )

Distributions to noncontrolling interests ( 31.3 ) —

Balance at end of period 0.4 32.1

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($ in millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

Net income $ 42.1 $ 94.9

Net (loss) income $ ( 83.0 ) $ 1.2

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

17 unchanged sentences

Capital expenditures ( 43.7 ) ( 61.4 )

Business acquired in purchase transaction, net of cash acquired ( 55.8 ) —

Payments under other long-term supply contracts — ( 58.6 )

Investments in non-consolidated affiliates ( 0.3 ) —

7 unchanged sentences

Stock options exercised 2.1 1.9

Employee taxes paid for share-based payment arrangements — ( 10.5 )

Dividends paid ( 22.8 ) ( 23.0 )

Distributions to noncontrolling interests ( 31.3 ) —

Debt issuance costs ( 2.1 ) ( 12.0 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents — 0.2

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

Net increase (decrease) in cash and cash equivalents 24.6 ( 1.6 )

Cash and cash equivalents, beginning of year 167.6 175.6

Cash and cash equivalents, end of period $ 192.2 $ 174.0

Cash paid for interest and income taxes:

Cash paid for (received from) interest and income taxes:

Interest, net $ 48.1 $ 65.3

12 unchanged sentences

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

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

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

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

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

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

military project revenue.

Basis of Presentation

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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):

Improvements to Income Tax Disclosures , which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for annual periods beginning after December 15, 2024, with the option to early adopt at any time before the effective date.

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.

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $ 55.8 million, subject to normal post-closing adjustments.

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 preliminary aggregate excess purchase price over the fair value of identifiable tangible assets acquired and liabilities assumed, which included a preliminary allocation of $ 2.4 million of goodwill to our Winchester segment.

The preliminary total assets acquired, excluding goodwill, and liabilities assumed amounted to $ 59.5 million and $ 6.1 million respectively.

We recorded the final 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.

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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 and Guaruja, Brazil announced on March 21, 2023;

• closure of the epoxy resin manufacturing facility in Guarujá, Brazil, announced in fourth quarter 2025;

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

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

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

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

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

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

The following table summarizes the 2026 and 2025 restructuring activity by component and the remaining balances in accrued restructuring costs as of March 31, 2026 and 2025:

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

Changes in Reserve ($ in millions)

1 unchanged sentence

Restructuring charges 1.6 0.2 2.2 — 4.0

First quarter — — 8.3 8.3

Second quarter — 1.7 5.1 6.8

Third quarter — 2.9 5.0 7.9

Amounts utilized ( 1.9 ) ( 2.9 ) ( 2.2 ) — ( 7.0 )

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

Balance at March 31, 2025 $ 2.8 $ 2.5 $ — $ — $ 5.3

Balance at January 1, 2026 $ 11.8 $ 6.7 $ — $ — $ 18.5

Restructuring charges 4.1 0.1 4.1 0.8 9.1

First quarter 1.6 0.2 2.2 4.0

Second quarter 3.8 — 3.6 7.4

Third quarter 0.6 — 2.3 2.9

Amounts utilized ( 2.0 ) ( 0.1 ) ( 4.1 ) ( 0.8 ) ( 7.0 )

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

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

Chlor Alkali Products and Vinyls Epoxy Total

Balance at March 31, 2026 $ 13.9 $ 6.7 $ — $ — $ 20.6

The following table summarizes the cumulative restructuring charges for each segment related to the restructuring and optimization efforts summarized above, by component, through March 31, 2026:

Chlor Alkali Products and Vinyls Epoxy Other Total

Cumulative Restructuring Charges ($ in millions)

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Total cumulative restructuring charges $ 145.1 $ 120.8 $ 3.1 $ 269.0

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

As of March 31, 2026, we have incurred cumulative restructuring-related cash expenditures of $ 163.5 million and non-cash charges of $ 84.9 million related to our restructuring actions.

The remaining accrued restructuring liability of $ 20.6 million is expected to be paid out through 2030.

1 unchanged sentence

EARNINGS PER SHARE

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

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

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

2025 2024 2025 2024

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

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

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

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

Three Months Ended March 31,

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

Net (loss) income attributable to Olin Corporation $ ( 83.0 ) $ 1.4

Weighted-average common shares - basic 113.8 115.3

4 unchanged sentences

Diluted $ ( 0.73 ) $ 0.01

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

The computation of dilutive shares does not include 4.2 million and 3.7 million shares for the three months ended March 31, 2026 and 2025, respectively, as their effect would have been anti-dilutive.

ACCOUNTS RECEIVABLE

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

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

Accounts Receivable ($ in millions)

March 31, 2026 December 31,

2025 March 31, 2025

Receivables, Net ($ in millions)

Allowance for doubtful accounts receivable $ 11.7 $ 12.2 $ 12.0

3 unchanged sentences

Inventories consisted of the following:

September 30, 2025 December 31,

2024 September 30, 2024

March 31, 2026 December 31,

2025 March 31, 2025

Inventories ($ in millions)

7 unchanged sentences

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

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

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

therefore, the condensed financial statements at March 31, 2026, reflect certain estimates relating to inventory quantities and costs at December 31, 2026.

The replacement cost of our inventories would have been approximately $ 176.2 million, $ 168.4 million and $ 157.8 million higher than reported at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Included in other assets were the following:

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

March 31, 2026 December 31, 2025 March 31, 2025

Other Assets ($ in millions)

4 unchanged sentences

Other assets $ 1,188.2 $ 1,210.0 $ 1,171.6

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

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

Amortization expense of $ 21.7 million and $ 20.9 million for the three months ended March 31, 2026 and 2025, respectively, was recognized within cost of goods sold related to our supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.

Our long-term supply contracts are monitored for impairment each reporting period.

Investments in Non-consolidated Affiliates

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

Nine Months Ended September 30, 2025

Three Months Ended March 31,

Investments in Non-consolidated Affiliates ($ in millions)

3 unchanged sentences

Balance at end of period $ 20.0 $ 23.0

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

(1) Excludes the impact of $ 0.2 million pretax income for the three months ended March 31, 2026 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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$ 1,276.4 $ 144.8 $ 2.4 $ 1,423.6

Acquisition activity — — ( 0.3 ) ( 0.3 )

Balance at September 30, 2024 (1)

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

Balance at March 31, 2025 (1)

$ 1,276.3 $ 144.8 $ 2.4 $ 1,423.5

1 unchanged sentence

$ 1,276.3 $ 144.8 $ 6.5 $ 1,427.6

Acquisition activity — — 2.4 2.4

Foreign currency translation adjustment 0.1 — — 0.1

Balance at September 30, 2025 (1)

Balance at March 31, 2026 (1)

$ 1,276.4 $ 144.8 $ 6.5 $ 1,427.7

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Intangible assets consisted of the following:

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

March 31, 2026 December 31, 2025 March 31, 2025

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

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

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

March 31, 2026 December 31, 2025 March 31, 2025

Financing Obligations ($ in millions)

Fixed-rate Financing

9.50 % senior notes, due 2025 (2025 Notes)

$ — $ 108.6 $ 108.6

5.125 % senior notes, due 2027 (2027 Notes)

— 500.0 500.0

5.625 % senior notes, due 2029

3 unchanged sentences

6.625 % senior notes, due 2033 (2033 Notes)

600.0 600.0 600.0

Variable-rate Financing

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Revolving Credit Facilities 160.0 — 75.0

Receivables Financing Agreements 470.0 475.0 339.8

2024 Receivables Financing Agreement 460.0 340.0 461.0

Recovery zone bonds 83.0 83.0 83.0

1 unchanged sentence

Deferred debt issuance costs ( 19.6 ) ( 18.1 ) ( 20.7 )

Unamortized bond original issue discount — ( 0.1 ) ( 0.1 )

Total debt 2,996.1 2,827.3 3,035.8

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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 began accruing from March 14, 2025 and is paid semi-annually beginning on October 1, 2025, and every six months thereafter.

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 new 2025 Term Loan Facility, the Term Loan Facilities).

The 2025 Term Loan Facility requires principal amortization payments beginning 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 new 2025 Revolving Credit Facility, the Revolving Credit Facilities).

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

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

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

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

The 2025 Senior Credit Facility includes a term loan facility with aggregate commitments of $ 650.0 million (2025 Term Loan Facility), which replaced Olin’s then-existing $ 350.0 million term loan facility (2022 Term Loan Facility), and a revolving credit facility with aggregate commitments of $ 1,200.0 million (2025 Revolving Credit Facility), which replaced Olin’s then-existing $ 1,200.0 million revolving credit facility (2022 Revolving Credit Facility).

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

The Senior Secured Credit Facility maintained the 2025 Term Loan Facility, as amended (Secured Term Loan Facility, and collectively with the 2025 Term Loan Facility and the 2022 Term Loan Facility, the Term Loan Facilities), and the 2025 Revolving Credit Facility, as amended (Senior Secured Revolving Credit Facility, and collectively with the 2025 Revolving Credit Facility and 2022 Revolving Credit Facility, the Revolving Credit Facilities).

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

At March 31, 2026, we had $ 160.0 million of borrowings and $ 0.4 million of letters of credit issued under our Senior Secured Revolving Credit Facility and $ 1,039.6 million of undrawn commitments.

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, at 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, (as defined below) up to a maximum of $ 425.0 million.

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

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $ 108.6 million 9.50 % senior notes due 2025 (2025 Notes), redeem the $ 500.0 million 5.125 % senior notes due 2027 (2027 Notes), refinance the then-existing 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.

No event of default has occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured, and we are in compliance with all covenants and restrictions under all our outstanding debt agreements.

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 2025 Senior Credit Facility and the 2024 Receivables Financing Agreement (defined below).

As of September 30, 2025, 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 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 2025 Senior Credit Facility.

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

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

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

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 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 (defined below).

As of March 31, 2026, there were no covenants or other restrictions that limited our ability to borrow.

Receivables Financing Agreement

We maintain a $ 500.0 million receivables financing agreement (2024 Receivables Financing Agreement) that is scheduled to mature on November 19, 2027.

Under the 2024 Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us.

In addition, the 2024 Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the Senior Secured Credit Facility.

As of March 31, 2026, we had $ 460.0 million drawn under the 2024 Receivables Financing Agreement, $ 625.7 million of our trade receivables were pledged as collateral and we had $ 40.0 million of additional borrowing capacity.

Financing Cash Flows

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

Nine Months Ended September 30,

During the three months ended March 31, 2026 and 2025, activity of our outstanding debt included:

Three Months Ended March 31,

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

1 unchanged sentence

Revolving Credit Facilities 246.6 410.0

Receivables Financing Agreements 625.0 97.4

2024 Receivables Financing Agreement 195.0 381.0

2033 Notes — 600.0

Total borrowings $ 441.6 $ 2,041.0

Go zone bonds, due 2024 — ( 50.0 )

Recovery zone bonds, due 2024 — ( 20.0 )

Term Loan Facilities $ ( 109.7 ) $ ( 332.5 )

Revolving Credit Facilities ( 86.6 ) ( 505.0 )

Receivables Financing Agreements ( 630.0 ) ( 86.1 )

2024 Receivables Financing Agreement ( 75.0 ) ( 395.0 )

2025 Notes — ( 108.6 )

3 unchanged sentences

Other Financing

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

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

Interest expense for the three months ended March 31, 2026 included $ 0.2 million for the write-off of unamortized deferred debt issuance costs associated with the Senior Secured Credit Facility.

Interest expense for the three months ended March 31, 2025 included $ 3.3 million for the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter 2025 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 three months ended March 31, 2026, we paid debt issuance costs of $ 2.1 million associated with the Senior Secured Credit Facility.

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

PENSION PLANS AND RETIREMENT BENEFITS

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Pension Benefits Other Postretirement Benefits

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

2025 2024 2025 2024

Components of Net Periodic Benefit (Income) Cost ($ in millions)

Service cost $ 1.3 $ 1.4 $ 0.1 $ —

Interest cost 24.9 25.5 0.4 0.2

Expected return on plans’ assets ( 31.7 ) ( 33.5 ) — —

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

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

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

Pension Benefits Other Postretirement Benefits

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

Three Months Ended March 31, Three Months Ended March 31,

2026 2025 2026 2025

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Net periodic benefit (income) cost $ ( 3.0 ) $ ( 5.0 ) $ 0.7 $ 0.4

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

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

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

federal statutory rate, primarily due to U.S.

federal tax credits and

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

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

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

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

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

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

federal statutory rate, primarily due to U.S.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The amounts of unrecognized tax benefits were as follows:

Nine Months Ended September 30,

We made cash contributions to our international qualified defined benefit pension plans of $ 0.3 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

The Company’s effective tax rate fluctuates from period to period based on several factors, including the geographic mix of earnings, the level of income or loss relative to available tax attributes, the recognition of valuation allowances in certain jurisdictions, and discrete tax items.

For the three months ended March 31, 2026, the Company recorded a loss before income taxes of $( 118.3 ) million and an associated income tax benefit of $ 35.3 million, resulting in an effective tax rate of 29.8 %.

The income tax benefit for the three months ended March 31, 2026 was primarily attributable to the loss before income taxes for the period, as well as Inflation Reduction Act credits recognized during the period.

For the three months ended March 31, 2025, the Company recorded income before income taxes of $ 2.1 million and an associated income tax provision of $ 0.9 million, resulting in an effective tax rate of 42.9 %.

The income tax provision for the three months ended March 31, 2025 was primarily attributable to income before taxes for the period, along with a change in tax contingencies recognized during the period.

As of March 31, 2026, we had $ 24.0 million of gross unrecognized tax benefits, which would have impacted the effective tax rate, if recognized.

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

Three Months Ended March 31,

Unrecognized Tax Benefits ($ in millions)

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Increases for current year tax positions 0.1 0.4

Decreases due to tax settlements ( 1.4 ) ( 1.0 )

Foreign currency translation adjustments — 0.2

Settlements with tax authorities — ( 0.8 )

Balance at end of period $ 24.0 $ 21.3

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

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

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

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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 7.0 % of the employees’ eligible compensation into a retirement account (Company Contribution).

We sponsor a defined contribution plan for qualifying domestic employees, for which the Company generally 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.

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.

Employees generally vest immediately in the Company Match.

Our contributions to the defined contribution plan were as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

Employee Retirement Savings Plan ($ in millions)

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Stock-based compensation expense was as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

Stock Compensation Expense ($ in millions)

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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

Risk-free interest rate 4.27 % 4.53 %

Expected volatility of Olin common stock 37 % 41 %

Expected average volatility of peer companies 35 % 37 %

Average correlation coefficient of peer companies 0.45 0.40

Expected life (years) 3.0 3.0

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

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

Performance share awards granted 573,479 180,714

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 awards are denominated in shares of Olin’s stock and are paid half in cash and half in stock.

All performance share awards vest ratably and are paid out at the end of the three-year performance period, contingent upon the achievement of specified performance conditions.

Performance share awards granted during 2026 will have a payout between 0 % and 240 % based on Olin’s earnings over the three-year performance cycle, in relation to the earnings targets for such period set by the Compensation Committee of Olin’s Board of Directors, including a performance multiplier for Olin’s Total Shareholder Return (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.

Performance share awards granted before 2026 will have a payout between 0 % and 200 % based on two criteria:

(1) 50 % of the award is based on Olin’s 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.

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

The fair value of each performance share award based on a market condition, or TSR, was estimated on the date of grant using a Monte Carlo simulation model.

Compensation cost associated with performance share awards is recognized ratably over the service period.

During the three months ended March 31, 2026 and 2025, Olin granted performance share awards of 664,640 and 573,479 , respectively, at a weighted average grant date fair value per share of $ 26.60 and $ 27.54 , respectively, or 106 % and 99 % of the grant date share price, respectively.

Restricted Stock Units

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

During the three months ended March 31, 2026 and 2025, Olin granted restricted stock units of 480,318 and 398,303 , respectively, at a weighted average grant date fair value per share of $ 24.99 and $ 27.69 , respectively.

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

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Stock Options

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

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

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

During the three months ended March 31, 2026 and 2025, Olin granted no stock options.

SHAREHOLDERS’ EQUITY

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

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

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

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

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

For the three months ended March 31, 2025, 0.7 million shares of common stock were repurchased and retired at a total value of $ 20.2 million.

As of March 31, 2026, a cumulative total of 27.4 million shares of common stock 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 March 31, 2026, there have been no repurchases under the 2024 Repurchase Authorization program and $ 1.3 billion remained available.

We issued 0.2 million and less than 0.1 million shares representing stock options exercised for the three months ended March 31, 2026 and 2025, respectively, with a total value of $ 2.1 million and $ 1.9 million, respectively.

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

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Unrealized (losses) gains ( 1.2 ) 34.4 — 33.2

First quarter ( 2.3 ) ( 3.0 ) — ( 5.3 )

Second quarter ( 2.5 ) 17.1 — 14.6

Third quarter 2.3 ( 1.0 ) — 1.3

Reclassification adjustments of losses into income

First quarter — 13.3 1.6 14.9

Second quarter — 5.3 1.9 7.2

Third quarter — 7.2 1.1 8.3

Reclassification adjustments of (gains) losses into income — ( 8.1 ) 1.2 ( 6.9 )

Tax provision — ( 6.5 ) ( 0.3 ) ( 6.8 )

First quarter — ( 2.6 ) ( 0.4 ) ( 3.0 )

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

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

Net change ( 1.2 ) 19.8 0.9 19.5

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

Balance at March 31, 2025 $ ( 47.1 ) $ 27.6 $ ( 411.1 ) $ ( 430.6 )

Balance at January 1, 2026 $ ( 52.2 ) $ 5.9 $ ( 368.2 ) $ ( 414.5 )

Unrealized (losses) gains

First quarter ( 1.2 ) 34.4 — $ 33.2

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

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

Unrealized gains (losses) 0.9 ( 5.6 ) — ( 4.7 )

Reclassification adjustments of (gains) losses into income — ( 3.9 ) 3.2 ( 0.7 )

First quarter — ( 8.1 ) 1.2 ( 6.9 )

Second quarter — ( 12.8 ) 1.5 ( 11.3 )

Third quarter — 8.5 1.5 10.0

Tax (provision) benefit

First quarter — ( 6.5 ) ( 0.3 ) ( 6.8 )

Second quarter — 6.5 ( 0.3 ) 6.2

Third quarter — 0.6 ( 0.5 ) 0.1

Tax benefit (provision) — 2.3 ( 0.8 ) 1.5

Net change 0.9 ( 7.2 ) 2.4 ( 3.9 )

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

Balance at March 31, 2026 $ ( 51.3 ) $ ( 1.3 ) $ ( 365.8 ) $ ( 418.4 )

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

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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 earnings (losses) from non-consolidated affiliates.

Other segment items for each reportable segment includes selling 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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Sales are attributed to geographic areas based on the customer location.

Three Months Ended September 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 924.0 $ 349.6 $ 439.6 $ — $ 1,713.2

Cost of goods sold 758.0 367.4 398.5 5.9 1,529.8

Gross margin 166.0 ( 17.8 ) 41.1 ( 5.9 ) 183.4

Other segment items ( 38.4 ) ( 14.4 ) ( 21.8 ) ( 24.5 ) ( 99.1 )

Restructuring charges — — — ( 2.9 ) ( 2.9 )

Other operating income — — — 0.4 0.4

Interest expense — — — ( 46.8 ) ( 46.8 )

Interest income — — — 1.6 1.6

Non-operating pension income — — — 4.9 4.9

Income (loss) before taxes $ 127.6 $ ( 32.2 ) $ 19.3 $ ( 73.2 ) $ 41.5

Depreciation and amortization expense $ 109.0 $ 13.2 $ 7.8 $ 3.8 $ 133.8

Capital spending 56.2 3.3 10.3 1.3 71.1

Assets 5,203.8 923.8 924.5 548.8 7,600.9

Segment Sales by Geography

United States $ 624.7 $ 139.5 $ 371.9 $ — $ 1,136.1

Europe 48.4 88.1 22.8 — 159.3

Other foreign 250.9 122.0 44.9 — 417.8

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

Nine Months Ended September 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 2,828.0 $ 1,012.5 $ 1,275.2 $ — $ 5,115.7

Cost of goods sold 2,431.8 1,052.5 1,143.7 17.5 4,645.5

Gross margin 396.2 ( 40.0 ) 131.5 ( 17.5 ) 470.2

Other segment items ( 125.4 ) ( 44.3 ) ( 64.4 ) ( 62.6 ) ( 296.7 )

Restructuring charges — — — ( 14.3 ) ( 14.3 )

Other operating income — — — 0.2 0.2

Interest expense — — — ( 142.1 ) ( 142.1 )

Interest income — — — 4.0 4.0

Non-operating pension income — — — 15.5 15.5

Income (loss) before taxes $ 270.8 $ ( 84.3 ) $ 67.1 $ ( 216.8 ) $ 36.8

Depreciation and amortization expense $ 322.5 $ 39.1 $ 25.2 $ 9.1 $ 395.9

Capital spending 108.0 16.1 33.1 6.3 163.5

Assets 5,203.8 923.8 924.5 548.8 7,600.9

Segment Sales by Geography

United States $ 1,935.8 $ 424.4 $ 1,115.0 $ — $ 3,475.2

Europe 123.6 283.3 55.8 — 462.7

Other foreign 768.6 304.8 104.4 — 1,177.8

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

Three Months Ended September 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Three Months Ended March 31, 2026

Chlor Alkali Products and Vinyls Epoxy Winchester Corporate & Other Totals

Segment Detail ($ in millions)

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Restructuring charges — — — ( 9.1 ) ( 9.1 )

Other operating income — — — 0.6 0.6

Interest expense — — — ( 43.2 ) ( 43.2 )

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Total sales $ 756.9 $ 355.6 $ 470.5 $ — $ 1,583.0

Nine Months Ended September 30, 2024

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Three Months Ended March 31, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corporate & Other

Segment Detail ($ in millions)

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Restructuring charges — — — ( 4.0 ) ( 4.0 )

Other operating income — — — 0.8 0.8

Interest expense — — — ( 48.5 ) ( 48.5 )

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Total sales $ 924.5 $ 331.7 $ 388.0 $ — $ 1,644.2

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

2025 2024 2025 2024

Three Months Ended March 31,

Segment Sales by Product Line ($ in millions)

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Aromatics and allylics 144.5 141.0

Epoxy resins 221.1 179.3 612.2 555.1

Epoxy resins and formulated solutions 211.1 190.7

Total Epoxy 355.6 331.7

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Military and law enforcement (1)

273.6 241.2 783.6 591.8

Total Winchester 470.5 388.0

Total sales $ 1,583.0 $ 1,644.2

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

(1) For the three months ended March 31, 2026 and 2025, revenue recognized over time represented $ 120.8 million and $ 58.4 million, respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

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

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

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

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

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

2025 2024 2025 2024

Environmental Expense ($ in millions)

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

Insurance recoveries (1)

( 1.0 ) — ( 1.0 ) —

Environmental expense $ 4.5 $ 7.2 $ 14.3 $ 19.4

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

The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites as follows:

March 31, 2026 December 31, 2025 March 31, 2025

Environmental Reserve Balance Sheet Location ($ in millions)

Current reserve Accrued Liabilities 30.0 30.0 30.0

Long-term reserve Other noncurrent liabilities 127.8 126.3 127.0

Total reserve $ 157.8 $ 156.3 $ 157.0

Environmental provisions charged to income, which are included in costs of goods sold, were $ 5.2 million and $ 5.0 million for the three months ended March 31, 2026 and 2025, respectively.

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.

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COMMITMENTS AND CONTINGENCIES

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

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

In April 2023, Shintech Incorporated (Shintech) filed a lawsuit against Olin Corporation and its wholly owned subsidiary, Blue Cube Operations LLC (Blue Cube), 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 of 2025 and $ 11.1 million in the first quarter of 2026, which

is included in our condensed balance sheet under accrued liabilities.

During the first half of 2026, we expect to pay approximately $ 195.0 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 March 31, 2026, December 31, 2025 and March 31, 2025, our condensed balance sheets included accrued liabilities for these other legal actions of $ 44.2 million, $ 20.1 million and $ 17.1 million, respectively.

These liabilities do not include costs associated with legal representation.

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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, cash flows or results of operations.

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

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

Notional Value - Foreign Currency ($ in millions)

Buy $ — $ — $ —

Sell 141.0 133.7 148.8

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 outstanding forward contracts to sell foreign currency with notional values of $ 130.7 million, $ 134.0 million and $ 122.7 million as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Cash Flow Hedges

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

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

Notional Value - Commodity ($ in millions)

March 31, 2026 December 31, 2025 March 31, 2025

Commodity Notional Value ($ in millions)

Natural gas $ 96.9 $ 93.9 $ 40.4

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Total notional $ 232.5 $ 218.6 $ 153.4

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

As of March 31, 2026, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A.,

JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.

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

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

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

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

At March 31, 2026, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on March 31, 2026, we would have recognized a pretax loss of $ 1.6 million.

If commodity prices were to remain at March 31, 2026 levels, approximately $ 1.8 million of deferred losses, net of tax, would be reclassified into earnings during the next twelve months.

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

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

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

There were no outstanding interest rate swaps at March 31, 2026, December 31, 2025 and March 31, 2025.

Financial Statement Impacts

2 unchanged sentences

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

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

March 31, 2026 December 31, 2025 March 31, 2025

Balance Sheet Location ($ in millions)

16 unchanged sentences

Amount of Gain (Loss) for the

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

2025 2024 2025 2024

Three Months Ended March 31,

Location of Gain (Loss) ($ in millions)

13 unchanged sentences

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

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

As of March 31, 2026, December 31, 2025 and March 31, 2025, this threshold was not exceeded.

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

FAIR VALUE MEASUREMENTS

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

settle the liability with the creditor.

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

20 unchanged sentences

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

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

As of March 31, 2026, December 31, 2025 and March 31, 2025, the fair value measurements of debt were $ 2,809.7 million, $ 2,834.3 million and $ 2,982.4 million, respectively.

Nonrecurring Fair Value Measurements

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

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

There were no assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2026, December 31, 2025 or March 31, 2025.

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

What changed 10-Q

Item 1. Financial Statements