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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-10-28 · 182 added, 247 removed, 138 unchanged (76% of the section changed)

2 unchanged sentences

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.

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

manufacturer of ammunition.

2 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 (EDC) 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.

EXECUTIVE SUMMARY

Net income (loss) for the three and nine months ended September 30, 2025 was $42.8 million and $42.9 million, respectively, compared to $(24.9) million and $97.9 million, for the same prior year periods.

The three and nine months ended September 30, 2024, included $109.4 million of additional costs, unabsorbed fixed manufacturing costs, and reduced profit from lost sales associated with Hurricane Beryl in the prior year.

The remaining decrease in net income for the three and nine months ended September 30, 2025 was primarily due to lower operating results across all of our business segments.

Diluted net income (loss) per share was $0.37 for both the three and nine months ended September 30, 2025, compared to $(0.21) and $0.81 in the prior year periods, respectively.

In the third quarter of 2025, Olin determined that it qualified for the clean hydrogen production tax credit under Section 45V as part of the Inflation Reduction Act of 2022.

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

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

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

As a result, during the third quarter of 2025 Olin recorded a $32.0 million reduction to cost of goods sold primarily related to the sale and use of hydrogen produced at certain of our chlor alkali plants.

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

Chlor Alkali Products and Vinyls reported segment income was $127.6 million and $270.8 million for the three and nine months ended September 30, 2025, respectively.

Chlor Alkali Products and Vinyls segment income included the $32.0 million pretax benefit primarily related to the 45V tax credit.

The third quarter 2024 segment income included a $76.7 million penalty associated with Hurricane Beryl.

The remaining decrease in segment income from the comparable prior year periods was primarily due to lower EDC pricing, partially offset by higher caustic soda pricing and higher volumes.

Epoxy reported a segment loss of $32.2 million and $84.3 million for the three and nine months ended September 30, 2025, respectively.

The third quarter 2024 segment loss included a $32.7 million penalty associated with Hurricane Beryl.

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

Net (loss) income for the three months ended March 31, 2026 and 2025 was $(83.0) million and $1.4 million, respectively.

The decrease in net (loss) income for the three months ended March 31, 2026 was primarily due to lower operating results across our Chlor Alkali Products and Vinyls and Winchester business segments, partially offset by improved operating results from our Epoxy segment.

Diluted net (loss) income per share was $(0.73) for the three months ended March 31, 2026, compared to $0.01 in the prior year period, a decrease of $0.74 per share.

Chlor Alkali Products and Vinyls reported segment loss of $(44.5) million for the three months ended March 31, 2026 compared to segment income of $78.3 million for the three months ended March 31, 2025.

The decrease in segment results from the comparable prior year period was primarily due to lower pricing and volumes, higher raw material costs, primarily natural gas and electrical power costs, partially offset by lower operating costs.

The first quarter 2026 segment loss also included a $36.1 million charge associated with legacy litigation matters.

Epoxy reported a segment loss of $(2.9) million and $(28.4) million for the three months ended March 31, 2026 and 2025, respectively.

Epoxy segment results were higher than the comparable prior year period primarily due to lower operating and raw material costs and higher volumes, partially offset by lower pricing.

Global epoxy demand remains weak, and our U.S.

and European Epoxy businesses remains significantly challenged by subsidized Asian competition.

Our anti-dumping initiatives have provided limited benefits to date.

Winchester reported segment income of $19.3 million and $67.1 million for the three and nine months ended September 30, 2025, respectively.

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

Liquidity and Share Repurchases

During the nine months ended September 30, 2025, we repurchased and retired 1.7 million shares of common stock at a total value of $40.4 million.

As of September 30, 2025, we had $1,958.9 million of remaining authorization to repurchase shares of our common stock under our 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined below) programs.

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

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

Pursuant to the agreement, the aggregate principal amount under our term loan facility increased

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

The term loan was fully drawn on the closing date.

During the nine months ended September 30, 2025, we had net borrowings of $155.8 million.

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) comprised of $505.0 million of borrowings under the prior revolving credit facility and $332.5 million of borrowings under the prior term loan facility, and pay related fees and expenses.

and European Epoxy businesses remain significantly challenged by subsidized Asian competition.

Winchester reported segment income of $15.2 million and $22.8 million for the three months ended March 31, 2026 and 2025, respectively.

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

On February 19, 2026, we executed an amendment to our existing $1,850.0 million 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 maturity date for the Senior Secured Credit Facility remained March 14, 2030.

During the three months ended March 31, 2026, we had net borrowings of $170.3 million, with $160.0 million borrowed under our Senior Secured Revolving Credit Facility (defined below), which was partially used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility (defined below).

International Trade

The ultimate impact of tariffs and trade flows remains highly uncertain.

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

Our chemicals businesses generally source and sell where we produce.

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

Additionally, although Winchester procures the majority of metals domestically, we will still realize tariff driven price inflation for the domestic supply of copper, steel and tungsten products.

Winchester will also realize secondary effects from suppliers consuming tariff impacted metals in their end products.

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.

The acquisition, which included 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.

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

Following the February 20, 2026, U.S.

Supreme Court ruling that struck down broad emergency‑based tariffs issued under the International Emergency Economic Powers Act (IEEPA), the U.S.

administration has begun recalibrating its tariff strategy through other legal alternatives, including expanded use of Section 301 investigations.

Following the recent U.S.

Supreme Court ruling, certain importers have begun pursuing tariff‑recovery claims related to previously assessed duties.

While we continue to monitor these developments, the financial impact of tariff‑recovery opportunities or obligations has not been significant to our businesses.

We also continue to monitor the direct and indirect impact from tariffs on goods being imported into the United States and the competitiveness of our export products in markets that implement retaliatory tariffs.

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

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

Winchester continuously monitors market trends and works to mitigate those and other cost increases through economies of scale in procurement and efficient sourcing practices.

Middle East Conflict

The recent escalation of conflict in the Middle East, including escalating tensions with Iran, and the international response to these developments, has increased the level of economic and political uncertainty across global markets.

The conflict has contributed to heightened volatility in global supply and demand fundamentals, particularly within energy‑linked and regionally sensitive markets.

Sanctions and policy actions from the U.S.

and other governments continue to evolve, and the broader implications of the conflict on global economic conditions remain fluid.

We continue to closely monitor the changing environment.

As of now, the direct impact on our operations has not been significant;

however, we are unable to determine the future impact that the conflict and the corresponding global response may have on our business.

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

to end our joint venture, Blue Water Alliance, by the end of 2025.

(Mitsui) to end our joint venture, Blue Water Alliance (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.

In connection with the continued cessation of the joint venture, during the first quarter 2026, we paid a cash distribution of $31.3 million to Mitsui for the liquidation of BWA working capital.

CONSOLIDATED RESULTS OF OPERATIONS

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

2025 2024 2025 2024

Three Months Ended March 31,

($ in millions, except per share data)

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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

Diluted $ (0.73) $ 0.01

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Sales for the three months ended September 30, 2025 were $1,713.2 million compared to $1,589.5 million in the same period last year, an increase of $123.7 million, or 8%.

Chlor Alkali Products and Vinyls sales increased by $52.4 million primarily due to higher volumes, partially offset by lower pricing.

Epoxy sales increased by $64.5 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing.

Winchester sales increased by $6.8 million, primarily due to increased sales to military customers and military project revenue, partially offset by lower commercial ammunition sales.

Gross margin increased $48.9 million for the three months ended September 30, 2025 compared to the prior year period.

Chlor Alkali Products and Vinyls gross margin increased $73.1 million and Epoxy gross margin increased $10.3 million, both primarily due to the impact of Hurricane Beryl in 2024.

Winchester gross margin decreased by $34.9 million primarily due to lower commercial sales volumes and pricing.

Gross margin as a percentage of sales increased to 11% during the three months ended September 30, 2025 from 8% during the three months ended September 30, 2024.

Selling and administration expenses for the three months ended September 30, 2025 were $98.1 million, a decrease of $13.6 million from the prior year period.

The decrease was primarily due to a favorable foreign currency impact of $7.0 million, lower legal and legal-related settlement expense of $6.3 million and lower consulting and contract services of $5.2 million, partially offset by higher variable incentive compensation costs of $4.8 million, which includes mark-to-market adjustments on stock-based compensation expense.

Selling and administration expenses as a percentage of sales was 6% and 7% for the three months ended September 30, 2025 and 2024, respectively.

Restructuring charges for the three months ended September 30, 2025 and 2024 were $2.9 million and $7.9 million, respectively.

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

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

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

Non-operating pension income was lower for the three months ended September 30, 2025, compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

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.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Sales for the nine months ended September 30, 2025 were $5,115.7 million compared to $4,868.8 million in the same period last year, an increase of $246.9 million, or 5%.

Chlor Alkali Products and Vinyls sales increased by $151.5 million primarily due to higher volumes, partially offset by lower pricing.

Epoxy sales increased by $68.4 million, primarily due to higher volumes, including the impact of Hurricane Beryl in 2024, partially offset by lower pricing.

Winchester sales increased by $27.0 million, primarily due to increased sales to military customers an d military project revenue, partially offset by lower commercial ammunition sales.

Gross margin decreased $109.4 million for the nine months ended September 30, 2025 compared to the prior year period.

Winchester gross margin decreased by $130.8 million primarily due to lower commercial sales volumes and pricing, and higher raw material and operating costs, including commodity metal and propellant costs.

Epoxy gross margin decreased by $24.2 million primarily due to higher operating costs, including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, partially offset by the impact of Hurricane Beryl in 2024.

Chlor Alkali Products and Vinyls gross margin increased by $42.9 million primarily due to the impact of Hurricane Beryl in 2024, higher volumes and a benefit primarily related to the 45V tax credit, partially offset by lower pricing and higher raw material and operating costs.

Gross margin as a percentage of sales decreased to 9% during the nine months ended September 30, 2025 from 12% during the nine months ended September 30, 2024.

Selling and administration expenses for the nine months ended September 30, 2025 were $294.3 million, a decrease of $13.9 million from the prior year period.

The decrease was primarily due to a favorable foreign currency impact of $16.7 million and lower consulting and contract services of $6.8 million, partially offset by higher variable incentive compensation

costs of $9.3 million, which includes mark-to-market adjustments on stock-based compensation expense.

Selling and administration expenses as a percentage of sales was 6% for both the nine months ended September 30, 2025 and 2024.

Restructuring charges for the nine months ended September 30, 2025 and 2024 were $14.3 million and $23.0 million, respectively.

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

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Sales for the three months ended March 31, 2026 were $1,583.0 million compared to $1,644.2 million in the same period last year, a decrease of $61.2 million, or 4%.

Chlor Alkali Products and Vinyls sales decreased by $167.6 million primarily due to lower sales volumes and pricing.

Epoxy sales increased by $23.9 million, primarily due to higher volumes, partially offset by lower pricing.

Winchester sales increased by $82.5 million, primarily due to increased military project revenue, and higher ammunition sales to military and commercial customers.

Gross margin decreased $72.9 million for the three months ended March 31, 2026 compared to the prior year period.

Chlor Alkali Products and Vinyls gross margin decreased $92.7 million, primarily due to lower product pricing and volumes.

Winchester gross margin decreased $5.4 million, primarily due to higher raw material and operating costs, including commodity metal and propellant costs, partially offset by higher product pricing.

Epoxy gross margin increased $25.9 million, primarily due to lower operating and raw material costs and higher volumes, partially offset by lower pricing.

Gross margin as a percentage of sales decreased to 5% during the three months ended March 31, 2026 from 9% during the three months ended March 31, 2025.

Selling and administrative expenses for the three months ended March 31, 2026 were $145.0 million, an increase of $44.0 million from the prior year period.

The increase was primarily due to higher legal and legal-related settlement expenses of $37.2 million, which includes a $36.1 million charge associated with legacy litigation matters and higher stock-based compensation costs of $10.0 million, which includes mark-to-market adjustments.

Selling and administrative expenses as a percentage of sales was 9% and 6% for the three months ended March 31, 2026 and 2025, respectively.

Restructuring charges for the three months ended March 31, 2026 and 2025 were $9.1 million and $4.0 million, respectively.

Restructuring charges include facility exit costs, lease and other contract termination costs, employee severance and related benefits costs, and the write off of equipment and facilities.

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

Interest expense for the nine months ended September 30, 2025 increased $2.5 million from the prior year period, primarily due to the write-off of unamortized deferred debt issuance costs and costs associated with our first quarter financing transactions, including the 2025 Senior Credit Facility, early redemption of the 2025 Notes and the 2027 Notes, and issuance of the 2033 Notes.

Interest expense for the three months ended March 31, 2026 and 2025 included $0.2 million and $3.3 million for the write-off of unamortized deferred debt issuance costs associated financing transactions.

Without these items, interest expense decreased $2.2 million from March 31, 2025 primarily due to a lower level of debt outstanding and lower average interest rates.

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

Non-operating pension income was lower for the nine months ended September 30, 2025, compared to the prior year period, primarily due to a lower assumption for the long-term rate of return on plan assets.

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.

Non-operating pension income was lower for the three months ended March 31, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.

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.

SEGMENT RESULTS

2 unchanged sentences

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.

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

2025 2024 2025 2024

Three Months Ended March 31,

Segment Detail ($ in millions)

11 unchanged sentences

Restructuring charges (9.1) (4.0)

Other operating income 0.4 0.6 0.2 0.8

Interest expense (43.2) (48.5)

3 unchanged sentences

Chlor Alkali Products and Vinyls

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Chlor Alkali Products and Vinyls sales for the three months ended September 30, 2025 were $924.0 million compared to $871.6 million for the same period in 2024, an increase of $52.4 million, or 6%.

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

Chlor Alkali Products and Vinyls segment income was $127.6 million for the three months ended September 30, 2025 compared to $45.3 million for the same period in 2024, an increase of $82.3 million.

The increase in segment results was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), a benefit primarily related to the 45V tax credit ($32.0 million), higher volumes ($22.5 million) and lower costs associated with products purchased from other parties ($14.5 million).

This increase was partially offset by lower pricing ($43.3 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($20.1 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $109.0 million and $106.5 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Chlor Alkali Products and Vinyls sales for the nine months ended September 30, 2025 were $2,828.0 million compared to $2,676.5 million for the same period in 2024, an increase of $151.5 million, or 6%.

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

Chlor Alkali Products and Vinyls segment income was $270.8 million for the nine months ended September 30, 2025 compared to $221.2 million for the same period in 2024.

The increase in segment results of $49.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($76.7 million), higher volumes ($66.0 million), lower costs associated with products purchased from other parties ($39.8 million) and a benefit primarily related to the 45V tax credit ($32.0 million).

This increase was partially offset by lower pricing ($97.5 million), primarily EDC, partially offset by higher caustic soda, and higher raw material and operating costs ($67.4 million), including planned maintenance turnaround expenses.

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $322.5 million and $319.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Epoxy sales for the three months ended September 30, 2025 were $349.6 million compared to $285.1 million for the same period in 2024, an increase of $64.5 million, or 23%.

The sales increase was due to higher volumes ($83.1 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($6.2 million), partially offset by lower product pricing ($24.8 million).

Epoxy segment loss was $32.2 million for the three months ended September 30, 2025 compared to segment loss of $42.8 million for the same period in 2024.

The increase in segment results of $10.6 million was due to the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million), lower raw material costs ($26.5 million), primarily benzene and propylene, and increased volumes ($6.9 million), partially offset by higher operating costs ($30.7 million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions, and lower product pricing ($24.8 million).

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

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

Epoxy segment results included depreciation and amortization expense of $13.2 million and $13.7 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Epoxy sales for the nine months ended September 30, 2025 were $1,012.5 million compared to $944.1 million for the same period in 2024, an increase of $68.4 million, or 7%.

The sales increase was due to higher volumes ($107.7 million), including the impact of Hurricane Beryl in 2024, and a favorable effect of foreign currency translation ($3.9 million), partially offset by lower product pricing ($43.2 million).

Epoxy segment loss was $84.3 million for the nine months ended September 30, 2025 compared to segment loss of $57.6 million for the same period in 2024.

The decrease in segment results of $26.7 million was due to higher operating costs ($72.5

million), including unabsorbed fixed manufacturing costs incurred from planned inventory reductions and planned maintenance turnaround expenses, and lower product pricing ($43.2 million), partially offset by lower raw material costs ($49.8 million), primarily benzene and propylene, the negative impact of Hurricane Beryl in 2024 resulting in additional costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million) and increased volumes ($6.5 million).

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Chlor Alkali Products and Vinyls sales for the three months ended March 31, 2026 were $756.9 million compared to $924.5 million for the same period in 2025, a decrease of $167.6 million, or 18%.

The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, and lower pricing.

Chlor Alkali Products and Vinyls segment loss was $(44.5) million for the three months ended March 31, 2026 compared to segment income of $78.3 million for the same period in 2025, a decrease of $122.8 million.

The decrease in segment results was due to lower pricing ($63.5 million), lower volumes ($44.0 million), higher raw material costs ($29.6 million), primarily natural gas and electrical power costs, and a charge associated with legacy litigation matters ($36.1 million).

These decreases were partially offset by lower operating costs ($43.5 million), which included higher planned maintenance turnaround expenses, and lower costs associated with product purchases from other parties ($6.9 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $93.2 million and $107.2 million for the three months ended March 31, 2026 and 2025, respectively.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Epoxy sales for the three months ended March 31, 2026 were $355.6 million compared to $331.7 million for the same period in 2025, an increase of $23.9 million, or 7%.

The sales increase was due to higher volumes ($32.9 million) and a favorable effect of foreign currency translation ($15.5 million), partially offset by lower product pricing ($24.5 million).

Epoxy segment loss was $(2.9) million for the three months ended March 31, 2026 compared to segment loss of $(28.4) million for the same period in 2025.

The increase in segment results of $25.5 million was due to lower operating costs ($24.7 million) and higher volumes ($5.6 million).

Lower product pricing ($24.5 million) was partially offset by lower raw material costs ($19.7 million), primarily benzene and propylene.

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

Epoxy segment results included depreciation and amortization expense of $39.1 million and $40.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Winchester sales were $439.6 million for the three months ended September 30, 2025 compared to $432.8 million for the same period in 2024, an increase of $6.8 million, or 2%.

The sales increase was due to higher sales to military customers and military project revenue ($34.5 million), partially offset by lower sales to commercial customers ($25.6 million) and law enforcement agencies ($2.1 million).

Winchester segment income was $19.3 million for the three months ended September 30, 2025 compared to $53.4 million for the same period in 2024, a decrease of $34.1 million.

The decrease in segment results was due to lower product pricing ($13.5 million), higher raw material and operating costs ($13.1 million), including commodity metal and propellant costs, and an unfavorable sales mix ($7.5 million).

Winchester segment income included depreciation and amortization expense of $7.8 million and $8.5 million for the three months ended September 30, 2025 and 2024, respectively.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Winchester sales were $1,275.2 million for the nine months ended September 30, 2025 compared to $1,248.2 million for the same period in 2024, an increase of $27.0 million, or 2%.

The sales increase was due to higher sales to military customers and military project revenue ($200.3 million), partially offset by lower sales to commercial customers ($164.8 million) and law enforcement agencies ($8.5 million).

Winchester segment income was $67.1 million for the nine months ended September 30, 2025 compared to $195.9 million for the same period in 2024, a decrease of $128.8 million.

The decrease in segment results was due to an unfavorable sales mix ($51.1 million), higher raw material and operating costs ($43.0 million), including commodity metal and propellant costs, and lower product pricing ($34.7 million).

Winchester segment income included depreciation and amortization expense of $25.2 million and $24.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Epoxy segment results included depreciation and amortization expense of $11.9 million and $12.8 million for the three months ended March 31, 2026 and 2025, respectively.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Winchester sales were $470.5 million for the three months ended March 31, 2026 compared to $388.0 million for the same period in 2025, an increase of $82.5 million, or 21%.

The sales increase was due to higher sales to military customers and military project revenue ($74.4 million) and higher sales to commercial customers ($12.9 million), partially offset by lower sales to law enforcement agencies ($4.8 million).

Winchester segment income was $15.2 million for the three months ended March 31, 2026 compared to $22.8 million for the same period in 2025, a decrease of $7.6 million.

The decrease in segment results was primarily due to higher raw material and operating costs ($14.2 million), including commodity metal and propellant costs, partially offset by higher product pricing ($5.1 million) and higher sales volume and military project revenue ($1.5 million).

Winchester segment income included depreciation and amortization expense of $8.9 million and $9.5 million for the three months ended March 31, 2026 and 2025, respectively.

Corporate/Other

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

For the three months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $4.5 million compared to $7.2 million for the three months ended September 30, 2024.

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

For the three months ended September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For the three months ended September 30, 2025 and 2024, other corporate and unallocated costs were $25.9 million.

Higher variable incentive compensation costs ($5.0 million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($2.3 million), were offset primarily by a favorable foreign currency impact ($7.0 million).

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025, charges to income for environmental investigatory and remedial activities were $14.3 million compared to $19.4 million for the nine months ended September 30, 2024.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

For the three months ended March 31, 2026, charges to income for environmental investigatory and remedial activities were $5.2 million compared to $5.0 million for the three months ended March 31, 2025.

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

For the nine months ended September 30, 2025, environmental expense included $1.0 million of insurance recoveries for environmental costs incurred and expensed in prior periods.

For the nine months ended September 30, 2025, other corporate and unallocated costs were $65.8 million compared to $68.7 million for the nine months ended September 30, 2024, a decrease of $2.9 million.

The decrease was primarily due to a favorable foreign currency impact ($16.7 million), partially offset by higher variable incentive compensation costs ($9.4

million), which includes mark-to-market adjustments on stock-based compensation expense, and higher depreciation and amortization expense ($4.6 million).

For the three months ended March 31, 2026, other corporate and unallocated costs were $33.2 million compared to $20.0 million for the three months ended March 31, 2025, an increase of $13.2 million.

The increase was primarily due to higher stock-based compensation costs ($10.0 million), which includes mark-to-market adjustments, and an unfavorable foreign currency impact ($3.8 million).

Restructurings

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

Pretax restructuring charges for the three and nine months ended September 30, 2025 and 2024, were as follows:

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

2025 2024 2025 2024

Restructuring Charges ($ in millions, except per share data)

Pretax restructuring charges for the three months ended March 31, 2026 and 2025, were as follows:

Three Months Ended March 31,

Restructuring Charges ($ in millions)

Restructuring charges $ 9.1 $ 4.0

Further discussion on our restructuring optimization efforts is referenced under Item 1, within Note 4, “Restructuring Charges.”

The fourth quarter market environment, typically the weakest seasonal quarter for our businesses, is anticipated to be more difficult than usual, as continued global uncertainty and related cautious customer buying patterns will further challenge demand.

As a result, we expect our Chemicals businesses’ fourth quarter 2025 results to decline from the third quarter 2025.

We expect our Winchester business fourth quarter results to decline from third quarter 2025 levels as a result of seasonally weaker commercial ammunition demand and inventory destocking by our retail customers.

Overall, we expect Olin’s fourth quarter 2025 operating results to be lower than our third quarter 2025 levels.

Other corporate and unallocated costs in 2025 are expected to be comparable with the $90.1 million in 2024.

We have included additional information with respect to our restructuring charges within Item 1, within Note 4, “Restructuring Charges” of our notes to condensed financial statements.

We expect second quarter 2026 operating results from our Chemical businesses to be higher than the first quarter 2026, with seasonally stronger demand and improved pricing.

We expect our Winchester business second quarter 2026 results to increase from first quarter 2026 with improved commercial and military demand.

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

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

During 2026, we anticipate environmental expenses in the $25 million to $35 million range, compared to $24.5 million in 2025.

We expect non-operating pension income in 2026 to be lower than the $20.6 million in 2025.

Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2025.

Based on our plan assumptions and estimates, we do not expect to make any cash contributions to our domestic qualified defined benefit pension plan in 2026.

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

In 2025, we currently expect our capital spending to be in the $200 million to $220 million range and we expect to make a payment under other long-term supply contracts of $31 million.

During the first half of 2026, we expect to pay approximately $195 million to Shintech associated with the litigation matter discussed in Note 22, “Commitments and Contingencies” of our notes to consolidated financial statements, and previously recorded accruals for a VCM pricing dispute with Shintech.

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

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

We currently believe 2025 income tax will be a benefit of $25 million to $35 million.

We expect cash taxes paid to be approximately $175 million, primarily for earnings in foreign jurisdictions, including the previously deferred international tax payments that have been made in 2025.

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

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

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

ENVIRONMENTAL MATTERS

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

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

2025 2024 2025 2024

Environmental Expense ($ in millions)

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

Insurance recoveries (1)

(1.0) — (1.0) —

Environmental expense $ 4.5 $ 7.2 $ 14.3 $ 19.4

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

Environmental 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.

The following table summarizes the environmental liability activity:

Nine Months Ended September 30,

Three Months Ended March 31,

Environmental Liabilities ($ in millions)

6 unchanged sentences

Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods.

Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs.

Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting

principles governing probability and the ability to reasonably estimate future costs.

Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages.

With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims.

Our accrued liabilities for unasserted claims amounted to $11.3 million at September 30, 2025.

Our accrued liabilities for unasserted claims amounted to $11.4 million at March 31, 2026.

With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims.

1 unchanged sentence

Charges to income for investigatory and remedial efforts may be material to our operating results in 2026.

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.

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

These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology.

2 unchanged sentences

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.

LEGAL MATTERS AND CONTINGENCIES

Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”

Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies” of our notes to condensed financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Data

Nine Months Ended September 30,

Three Months Ended March 31,

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

1 unchanged sentence

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)

Net investing activities (43.0) (62.4)

1 unchanged sentence

Common stock repurchased and retired — (20.2)

Stock options exercised 2.1 22.6

Dividends paid (22.8) (23.0)

Distributions to noncontrolling interests (31.3) —

Net financing activities 116.2 146.6

Operating Activities

For the nine months ended September 30, 2025, cash provided by operating activities decreased by $208.5 million from the nine months ended September 30, 2024, primarily due to a larger increase in working capital compared with the prior year period and lower operating results.

For the nine months ended September 30, 2025, working capital increased $264.9 million compared to an increase of $58.7 million for the nine months ended September 30, 2024.

Receivables increased $33.1 million, primarily due to higher sales during the third quarter 2025 compared to the fourth quarter 2024.

Inventories increased by $100.1 million and accounts payable and accrued liabilities increased $71.7 million from December 31, 2024.

Income taxes payable, net of income taxes receivable, decreased by $196.0 million from December 31, 2024, primarily due to timing of international tax payments and Inflation Reduction Act tax credits recognized in the third quarter 2025.

For the three months ended March 31, 2026, net cash used for operating activities decreased by $37.4 million compared with the three months ended March 31, 2025.

The decrease was primarily due to a smaller use of cash for working capital compared to the prior year period, partially offset by lower operating results.

For the three months ended March 31, 2026, working capital increased $56.8 million compared to an increase of $204.4 million for the three months ended March 31, 2025.

Receivables increased $73.9 million, primarily due to the timing of sales during the first quarter 2026 compared to the fourth quarter 2025.

Inventories increased by $44.3 million, which reflects normal seasonal growth, and accounts payable and accrued liabilities increased $62.7 million from December 31, 2025.

Investing Activities

Capital spending was $163.5 million for the nine months ended September 30, 2025, compared to $144.1 million for the comparable period in 2024.

For the full year 2025, we expect our capital spending to be in the $200 million to $220 million range.

Capital spending was $43.7 million for the three months ended March 31, 2026, compared to $61.4 million for the comparable period in 2025.

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

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

2 unchanged sentences

The acquisition was financed with cash on hand.

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

Our payments for this project were completed in the third quarter of 2024.

Financing Activities

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)

2 unchanged sentences

Long-term debt borrowings, net $ 170.3 $ 199.9

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.

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.

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 nine months ended September 30, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.

The percentage of total debt to total capitalization increased to 60.0% as of September 30, 2025 from 58.0% as of December 31, 2024, primarily as a result of a higher level of debt outstanding.

In each of the first three quarters of 2025 and 2024, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the nine months ended September 30, 2025 and 2024, were $68.8 million and $70.9 million, respectively.

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 (defined below).

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.

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 percentage of total debt to total capitalization increased to 63.3% as of March 31, 2026 from 60.2% as of December 31, 2025, primarily as a result of a higher level of debt outstanding.

In the first quarter of 2026 and 2025, we paid a quarterly dividend of $0.20 per share.

Dividends paid for the three months ended March 31, 2026 and 2025, were $22.8 million and $23.0 million, respectively.

On April 29, 2026, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on June 12, 2026, to shareholders of record on May 14, 2026.

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

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

In connection with the continued cessation of our BWA joint venture, during the first quarter 2026, we paid a cash distribution of $31.3 million to Mitsui for the liquidation of BWA working capital.

Liquidity and Other Financing Arrangements

Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our 2025 Revolving Credit Facility and our 2024 Receivables Financing Agreement (as defined below).

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

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

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), 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.

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

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.

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.

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.

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.

At September 30, 2025, we had total letters of credit of $161.4 million outstanding, of which $0.4 million were issued under our 2025 Revolving Credit Facility.

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.

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.

At March 31, 2026, we had total letters of credit of $160.5 million outstanding, of which $0.4 million were issued under our Senior Secured Revolving Credit Facility.

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

Our current debt structure is used to fund our business operations.

As of September 30, 2025, we had long-term borrowings, including the current installment, of $2,993.4 million, of which $1,227.8 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $19.0 million as of September 30, 2025.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our 2025 Revolving Credit Facility and 2024 Receivables Financing Agreement, we have the ability to access sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios and other covenants and restrictions in our debt agreements.

As of March 31, 2026, we had long-term borrowings, including the current installment, of $2,996.1 million, of which $1,231.1 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $19.6 million as of March 31, 2026.

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

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

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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, 1.7 million shares of common stock were repurchased and retired at a total value of $40.4 million.

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 $1,958.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

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 $1,948.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

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

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

The following table summarizes our credit ratings as of September 30, 2025:

The following table summarizes our credit ratings as of March 31, 2026:

Credit Rating Agency Long-term Rating Outlook

Fitch Ratings BBB- Stable

Moody’s Investors Service Ba1 Stable

Standard & Poor’s BB+ Stable

On June 3, 2025, Moody’s affirmed Olin’s Ba1 rating and stable outlook.

On March 12, 2025, Fitch affirmed Olin’s BBB- rating and stable outlook.

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

Fitch Ratings BB+ Negative

Moody’s Investors Service Ba2 Negative

Standard & Poor’s BB Negative

On February 20, 2026, Fitch downgraded Olin to BB+ (from BBB-) and revised its outlook from stable to negative.

On February 25, 2026, Moody’s downgraded Olin to Ba2 (from Ba1) and affirmed its negative outlook.

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

Contractual Obligations

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What changed 10-Q

Item 2. Management’s Discussion and Analysis