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Item 1. Financial Statements

2026-07-31 compared with 2026-05-08 · 210 added, 116 removed, 594 unchanged (35% of the section changed)

3 unchanged sentences

($ in millions, except per share data)

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

June 30, 2026 December 31, 2025 June 30, 2025

Current assets:

44 unchanged sentences

($ in millions, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Sales $ 1,741.9 $ 1,758.3 $ 3,324.9 $ 3,402.5

3 unchanged sentences

Restructuring charges 10.5 7.4 19.6 11.4

Operating (loss) income ( 78.3 ) 43.7

Acquisition-related costs 10.6 — 10.6 —

Other operating income (expense) 0.1 ( 0.2 ) 0.1 ( 0.2 )

Operating income (loss) 46.5 35.3 ( 31.8 ) 79.0

Losses of non-consolidated affiliates ( 1.0 ) ( 1.4 ) ( 2.4 ) ( 1.4 )

Interest expense ( 43.2 ) ( 48.5 )

Interest income 1.1 1.2

Interest expense, net ( 44.3 ) ( 45.6 ) ( 86.4 ) ( 92.9 )

Non-operating pension income 2.6 4.9 6.1 10.6

Income (loss) before taxes 3.8 ( 6.8 ) ( 114.5 ) ( 4.7 )

Income tax (benefit) provision ( 35.3 ) 0.9

Net (loss) income ( 83.0 ) 1.2

Income tax provision (benefit) 17.1 ( 4.0 ) ( 18.2 ) ( 3.1 )

Net loss ( 13.3 ) ( 2.8 ) ( 96.3 ) ( 1.6 )

Net loss attributable to noncontrolling interests — ( 1.5 ) — ( 1.7 )

10 unchanged sentences

($ in millions)

Three Months Ended March 31,

Net (loss) income $ ( 83.0 ) $ 1.2

Other comprehensive (loss) income, net of tax:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 13.3 ) $ ( 2.8 ) $ ( 96.3 ) $ ( 1.6 )

Other comprehensive income (loss), net of tax:

Foreign currency translation 1.8 ( 2.2 ) 2.7 ( 3.4 )

1 unchanged sentence

Pension and postretirement benefits 2.8 1.2 5.2 2.1

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

Comprehensive (loss) income ( 86.9 ) 20.7

Total other comprehensive income (loss), net of tax 6.0 ( 20.8 ) 2.1 ( 1.3 )

Comprehensive loss ( 7.3 ) ( 23.6 ) ( 94.2 ) ( 2.9 )

Comprehensive loss attributable to noncontrolling interests — ( 1.5 ) — ( 1.7 )

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

Comprehensive loss attributable to Olin Corporation $ ( 7.3 ) $ ( 22.1 ) $ ( 94.2 ) $ ( 1.2 )

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Balance at beginning of period $ 113.9 $ 115.1 $ 113.6 $ 115.7

14 unchanged sentences

Balance at beginning of period ( 418.4 ) ( 430.6 ) ( 414.5 ) ( 450.1 )

Other comprehensive (loss) income, net of tax ( 3.9 ) 19.5

Other comprehensive income (loss), net of tax 6.0 ( 20.8 ) 2.1 ( 1.3 )

Balance at end of period ( 412.4 ) ( 451.4 ) ( 412.4 ) ( 451.4 )

17 unchanged sentences

($ in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities

Net (loss) income $ ( 83.0 ) $ 1.2

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

Net loss $ ( 96.3 ) $ ( 1.6 )

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

Depreciation and amortization 239.3 262.1

16 unchanged sentences

Capital expenditures ( 72.7 ) ( 92.4 )

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

Investments in non-consolidated affiliates ( 1.9 ) ( 0.8 )

12 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 0.2 ) 0.8

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

Net increase in cash and cash equivalents 9.8 48.2

Cash and cash equivalents, beginning of year 167.6 175.6

Cash and cash equivalents, end of period $ 177.4 $ 223.8

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

Cash paid for interest and income taxes:

Interest, net $ 79.1 $ 85.9

1 unchanged sentence

Non-cash investing activities:

Decrease in capital expenditures included in accounts payable and accrued liabilities 16.8 26.9

Decrease (increase) in capital expenditures included in accounts payable and accrued liabilities ( 1.0 ) 1.9

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

16 unchanged sentences

In our opinion, these financial statements reflect all adjustments (consisting only of normal accruals), which are necessary to present fairly the results for interim periods.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations;

Certain reclassifications were made to prior year amounts to conform to the current period presentation and certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations;

however, we believe that the disclosures are appropriate.

7 unchanged sentences

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

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) .

This standard provides specific guidelines for the recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

The standard is effective for annual and interim periods beginning after December 15, 2027.

We expect to adopt this standard beginning on January 1, 2028 and 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.

4 unchanged sentences

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

On June 15, 2026, Olin entered into a definitive agreement with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger Agreement) to form a combined company, OlinHuntsman Corporation.

Pursuant to the terms of the Merger Agreement, at the effective time of the transaction, each issued and outstanding share of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock.

Upon completion of the transaction, existing Olin shareholders are expected to own approximately 54.5 % of the combined company and existing Huntsman stockholders are expected to own approximately 45.5 % of the combined company.

The consummation of the merger is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals and approval of the merger by both Olin shareholders and Huntsman stockholders.

The transaction is expected to close in the first half of 2027.

For both the three and six months ended June 30, 2026, we incurred acquisition-related costs of $ 10.6 million which included costs associated with advisory, legal, accounting, and other professional fees.

RESTRUCTURING CHARGES

9 unchanged sentences

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

The following table summarizes the restructuring activity by component and the remaining balances in accrued restructuring costs as of June 30, 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)

Restructuring Reserve Rollforward ($ in millions)

Balance at January 1, 2025 $ 3.1 $ 5.2 $ — $ — $ 8.3

Restructuring charges:

First quarter 1.6 0.2 2.2 — 4.0

Second quarter 3.8 — 3.6 — 7.4

Amounts utilized ( 2.9 ) ( 5.3 ) ( 5.8 ) — ( 14.0 )

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

Balance at June 30, 2025 $ 5.6 $ 0.1 $ — $ — $ 5.7

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

Restructuring charges:

First quarter 4.1 0.1 4.1 0.8 9.1

Second quarter — — 8.9 1.6 10.5

Amounts utilized ( 4.5 ) ( 1.1 ) ( 13.0 ) ( 2.4 ) ( 21.0 )

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:

Balance at June 30, 2026 $ 11.4 $ 5.7 $ — $ — $ 17.1

The following table summarizes the cumulative restructuring charges for each segment related to the restructuring and optimization efforts summarized above, by component, through June 30, 2026:

Chlor Alkali Products and Vinyls Epoxy Other Total

5 unchanged sentences

Total cumulative restructuring charges $ 151.0 $ 125.4 $ 3.1 $ 279.5

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.

As of June 30, 2026, we have incurred cumulative restructuring-related cash expenditures of $ 175.9 million and non-cash charges of $ 86.5 million related to our restructuring actions.

The remaining accrued restructuring liability of $ 17.1 million is expected to be paid out through 2030.

3 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

6 unchanged sentences

Diluted $ ( 0.12 ) $ ( 0.01 ) $ ( 0.85 ) $ —

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.

The computation of dilutive shares does not include 3.7 million and 5.7 million shares for the three months ended June 30, 2026 and 2025, respectively, and 3.7 million and 4.0 million shares for the six months ended June 30, 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:

March 31, 2026 December 31,

2025 March 31, 2025

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

June 30, 2026 December 31, 2025 June 30, 2025

Receivables, Net ($ in millions)

4 unchanged sentences

Inventories consisted of the following:

March 31, 2026 December 31,

2025 March 31, 2025

June 30, 2026 December 31, 2025 June 30, 2025

Inventories ($ in millions)

6 unchanged sentences

Inventories, net $ 847.2 $ 784.5 $ 919.1

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

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.

Inventories under the last-in, first-out (LIFO) method are based on annual estimates of quantities and costs as of year-end;

therefore, the condensed financial statements at June 30, 2026, reflect certain estimates relating to inventory quantities and costs at December 31, 2026.

The replacement cost of our inventories would have been approximately $ 184.9 million, $ 168.4 million and $ 160.5 million higher than reported at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

Included in other assets were the following:

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

June 30, 2026 December 31, 2025 June 30, 2025

Other Assets ($ in millions)

4 unchanged sentences

Other assets $ 1,169.8 $ 1,210.0 $ 1,159.7

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.

Amortization expense of $ 21.7 million and $ 20.9 million for the three months ended June 30, 2026 and 2025, respectively, and amortization expense of $ 43.4 million and $ 41.8 million for the six months ended June 30, 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.

6 unchanged sentences

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

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

Three Months Ended March 31,

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

Six Months Ended June 30,

Investments in Non-consolidated Affiliates ($ in millions)

2 unchanged sentences

Losses of non-consolidated affiliates (1)

( 2.7 ) ( 1.4 )

Balance at end of period $ 20.5 $ 22.4

(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.

(1) Excludes the impact of $ 0.3 million pretax income for the six months ended June 30, 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

4 unchanged sentences

$ 1,276.4 $ 144.8 $ 2.4 $ 1,423.6

Acquisition activity — — 2.0 2.0

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

Balance at March 31, 2025 (1)

Balance at June 30, 2025 (1)

$ 1,276.3 $ 144.8 $ 4.4 $ 1,425.5

2 unchanged sentences

Foreign currency translation adjustment 0.1 — — 0.1

Balance at March 31, 2026 (1)

Balance at June 30, 2026 (1)

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

1 unchanged sentence

Intangible assets consisted of the following:

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

June 30, 2026 December 31, 2025 June 30, 2025

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

6 unchanged sentences

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

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

June 30, 2026 December 31, 2025 June 30, 2025

Financing Obligations ($ in millions)

23 unchanged sentences

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 maturity date for the Senior Secured Credit Facility remains 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.

At June 30, 2026, we had $ 210.0 million of borrowings and $ 0.4 million of letters of credit issued under our Senior Secured Revolving Credit Facility and $ 989.6 million of undrawn commitments.

The obligations under the Senior Secured Credit Facility are 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.

Substantially all guarantees under the Senior Secured Credit Facility and liens on Collateral will 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 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.

2 unchanged sentences

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.

As of June 30, 2026, no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured, and we were 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.

1 unchanged sentence

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.

As of June 30, 2026, there were no covenants or other restrictions that limited our ability to borrow.

Receivables Financing Agreement

2 unchanged sentences

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.

As of June 30, 2026, we had $ 442.0 million drawn under the 2024 Receivables Financing Agreement, $ 640.8 million of our trade receivables were pledged as collateral and we had $ 50.6 million of additional borrowing capacity, which was limited by our borrowing base.

Financing Cash Flows

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

Three Months Ended March 31,

During the six months ended June 30, 2026 and 2025, activity of our outstanding debt was as follows:

Six Months Ended June 30,

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

12 unchanged sentences

Other Financing

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.

Interest expense, net, for the six months ended June 30, 2026 included $ 0.2 million for the write-off of unamortized deferred debt issuance costs associated with our first quarter 2026 Senior Secured Credit Facility financing transaction.

Interest expense, net, for the six months ended June 30, 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 six months ended June 30, 2026, we paid debt issuance costs of $ 2.1 million associated with the Senior Secured Credit Facility.

For the six months ended June 30, 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

8 unchanged sentences

Pension Benefits Other Postretirement Benefits

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

Three Months Ended June 30, Three Months Ended June 30,

2026 2025 2026 2025

6 unchanged sentences

Net periodic benefit (income) cost $ ( 2.2 ) $ ( 4.1 ) $ 0.7 $ 0.6

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.

Pension Benefits Other Postretirement Benefits

Six Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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

Service cost $ 2.0 $ 2.2 $ 0.3 $ 0.3

Interest cost 46.1 49.4 0.7 0.7

Expected return on plans’ assets ( 59.8 ) ( 63.4 ) — —

Amortization of prior service cost ( 0.3 ) ( 0.3 ) 0.1 ( 0.2 )

Recognized actuarial loss 6.8 3.0 0.3 0.2

Net periodic benefit (income) cost $ ( 5.2 ) $ ( 9.1 ) $ 1.4 $ 1.0

We made cash contributions to our international qualified defined benefit pension plans of $ 0.6 million for both the six months ended June 30, 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.

For the three months ended June 30, 2026, the Company recorded income before income taxes of $ 3.8 million and an associated income tax provision of $ 17.1 million, resulting in an effective tax rate of 450.0 %.

The income tax provision for the three months ended June 30, 2026 was primarily attributable to the income before income taxes for the period, an expense from prior year tax positions and the impact from a lower estimated annual effective tax rate compared with the prior quarter.

For the three months ended June 30, 2025, the Company recorded a loss before income taxes of $( 6.8 ) million and an associated income tax benefit of $( 4.0 ) million, resulting in an effective tax rate of 58.8 %.

The income tax benefit for the three months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, a release of valuation allowances on domestic state net operating losses and Inflation Reduction Act (IRA) investment tax credits recognized during the period.

For the six months ended June 30, 2026, the Company recorded a loss before income taxes of $( 114.5 ) million and an associated income tax benefit of $( 18.2 ) million, resulting in an effective tax rate of 15.9 %.

The income tax benefit for the six months ended June 30, 2026 was primarily attributable to the loss before income taxes for the period and IRA production tax credits recognized during the period, partially offset by an expense from prior year tax positions.

For the six months ended June 30, 2025, the Company recorded a loss before income taxes of $( 4.7 ) million and an associated income tax benefit of $( 3.1 ) million, resulting in an effective tax rate of 66.0 %.

The income tax benefit for the six months ended June 30, 2025 was primarily attributable to a loss before taxes for the period, an income tax benefit associated with a release of valuation allowances on domestic state net operating losses and IRA investment tax credits recognized during the period.

As of June 30, 2026, we had $ 23.6 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,

Six Months Ended June 30,

Unrecognized Tax Benefits ($ in millions)

3 unchanged sentences

Increases for current year tax positions 0.1 0.7

Settlements with tax authorities — ( 0.8 )

Decreases due to tax settlements ( 0.7 ) ( 0.8 )

Balance at end of period $ 23.6 $ 22.3

13 unchanged sentences

DEFINED CONTRIBUTION PLAN

The Company sponsors a defined contribution plan for qualifying domestic employees (Employee Retirement Savings Plan) and a supplemental executive retirement plan as follows:

The Company sponsors a defined contribution plan for qualifying domestic employees (Employee Retirement Savings Plan) and a supplemental executive retirement plan.

Employee Retirement Savings Plan

4 unchanged sentences

Our contributions to the defined contribution plan were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Employee Retirement Savings Plan ($ in millions)

5 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock Compensation Expense ($ in millions)

11 unchanged sentences

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.

During the six months ended June 30, 2026 and 2025, Olin granted performance share awards of 665,432 and 573,479 , respectively, at a weighted average grant date fair value per share of $ 25.80 and $ 27.46 , respectively, or 103 % and 99 % of the grant date share price, respectively.

Restricted Stock Units

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.

During the six months ended June 30, 2026 and 2025, Olin granted restricted stock units of 488,807 and 452,863 , respectively, at a weighted average grant date fair value per share of $ 24.97 and $ 26.96 , respectively.

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

1 unchanged sentence

Stock Options

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

During the six months ended June 30, 2026 and 2025, Olin granted no stock options.

SHAREHOLDERS’ EQUITY

2 unchanged sentences

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 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.

During the six months ended June 30, 2025, 1.2 million shares of common stock were repurchased and retired at a total value of $ 30.3 million.

As of June 30, 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 June 30, 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 six months ended June 30, 2026 and 2025, respectively, with a total value of $ 3.0 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

First quarter ( 1.2 ) 34.4 — 33.2

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

Reclassification adjustments of (gains) losses into income

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

First quarter — ( 8.1 ) 1.2 ( 6.9 )

Second quarter — ( 12.8 ) 1.5 ( 11.3 )

Tax (provision) benefit

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

Second quarter — 6.5 ( 0.3 ) 6.2

Net change ( 3.4 ) — 2.1 ( 1.3 )

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

Balance at June 30, 2025 $ ( 49.3 ) $ 7.8 $ ( 409.9 ) $ ( 451.4 )

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

Unrealized gains (losses)

First quarter 0.9 ( 5.6 ) — ( 4.7 )

Second quarter 1.8 0.2 — 2.0

Reclassification adjustments of (gains) losses into income

First quarter — ( 3.9 ) 3.2 ( 0.7 )

Second quarter — 1.7 3.7 5.4

Tax benefit (provision)

First quarter — 2.3 ( 0.8 ) 1.5

Second quarter — ( 0.5 ) ( 0.9 ) ( 1.4 )

Net change 2.7 ( 5.8 ) 5.2 2.1

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

Balance at June 30, 2026 $ ( 49.5 ) $ 0.1 $ ( 363.0 ) $ ( 412.4 )

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

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

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

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

We have three operating segments:

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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 and administrative expenses and earnings (losses) from non-consolidated affiliates.

Other segment items for each reportable segment include 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 March 31, 2026

Three Months Ended June 30, 2026

Chlor Alkali Products and Vinyls Epoxy Winchester Corporate & Other Totals

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Restructuring charges — — — ( 10.5 ) ( 10.5 )

Interest expense — — — ( 43.2 ) ( 43.2 )

Interest income — — — 1.1 1.1

Acquisition-related costs — — — ( 10.6 ) ( 10.6 )

Other operating income — — — 0.1 0.1

Interest expense, net — — — ( 44.3 ) ( 44.3 )

Non-operating pension income — — — 2.6 2.6

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Total sales $ 819.5 $ 422.1 $ 500.3 $ — $ 1,741.9

Three Months Ended March 31, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corporate & Other

Six Months Ended June 30, 2026

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

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Restructuring charges — — — ( 19.6 ) ( 19.6 )

Interest expense — — — ( 48.5 ) ( 48.5 )

Interest income — — — 1.2 1.2

Acquisition-related costs — — — ( 10.6 ) ( 10.6 )

Other operating income — — — 0.1 0.1

Interest expense, net — — — ( 86.4 ) ( 86.4 )

Non-operating pension income — — — 6.1 6.1

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Total sales $ 1,576.4 $ 777.7 $ 970.8 $ — $ 3,324.9

Three Months Ended March 31,

Three Months Ended June 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corporate & Other Totals

Segment Detail ($ in millions)

Sales $ 979.5 $ 331.2 $ 447.6 $ — $ 1,758.3

Cost of goods sold 871.8 340.0 402.6 5.8 1,620.2

Gross margin 107.7 ( 8.8 ) 45.0 ( 5.8 ) 138.1

Other segment items ( 42.8 ) ( 14.9 ) ( 20.0 ) ( 18.9 ) ( 96.6 )

Restructuring charges — — — ( 7.4 ) ( 7.4 )

Other operating expense — — — ( 0.2 ) ( 0.2 )

Interest expense, net — — — ( 45.6 ) ( 45.6 )

Non-operating pension income — — — 4.9 4.9

Income (loss) before taxes $ 64.9 $ ( 23.7 ) $ 25.0 $ ( 73.0 ) $ ( 6.8 )

Depreciation and amortization expense $ 106.3 $ 13.1 $ 7.9 $ 2.6 $ 129.9

Capital spending 14.2 2.0 11.7 3.1 31.0

Assets 5,277.4 949.3 866.7 574.5 7,667.9

Segment Sales by Geography

United States $ 664.2 $ 140.8 $ 396.9 $ — $ 1,201.9

Europe 42.0 93.4 20.4 — 155.8

Other foreign 273.3 97.0 30.3 — 400.6

Total sales $ 979.5 $ 331.2 $ 447.6 $ — $ 1,758.3

Six Months Ended June 30, 2025

Chlor Alkali Products and Vinyls Epoxy Winchester Corp/Other Totals

Segment Detail ($ in millions)

Sales $ 1,904.0 $ 662.9 $ 835.6 $ — $ 3,402.5

Cost of goods sold 1,673.8 685.1 745.2 11.6 3,115.7

Gross margin 230.2 ( 22.2 ) 90.4 ( 11.6 ) 286.8

Other segment items ( 87.0 ) ( 29.9 ) ( 42.6 ) ( 38.1 ) ( 197.6 )

Restructuring charges — — — ( 11.4 ) ( 11.4 )

Other operating expense — — — ( 0.2 ) ( 0.2 )

Interest expense, net — — — ( 92.9 ) ( 92.9 )

Non-operating pension income — — — 10.6 10.6

Income (loss) before taxes $ 143.2 $ ( 52.1 ) $ 47.8 $ ( 143.6 ) $ ( 4.7 )

Depreciation and amortization expense $ 213.5 $ 25.9 $ 17.4 $ 5.3 $ 262.1

Capital spending 51.8 12.8 22.8 5.0 92.4

Assets 5,277.4 949.3 866.7 574.5 7,667.9

Segment Sales by Geography

United States $ 1,311.1 $ 284.9 $ 743.1 $ — $ 2,339.1

Europe 75.2 195.2 33.0 — 303.4

Other foreign 517.7 182.8 59.5 — 760.0

Total sales $ 1,904.0 $ 662.9 $ 835.6 $ — $ 3,402.5

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Segment Sales by Product Line ($ in millions)

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Military and law enforcement (1)

307.9 277.9 609.6 510.0

Total Winchester 500.3 447.6 970.8 835.6

Total sales $ 1,741.9 $ 1,758.3 $ 3,324.9 $ 3,402.5

(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.

(1) For the three months ended June 30, 2026 and 2025, revenue recognized over time represented $ 112.2 million and $ 94.4 million, respectively, and for the six months ended June 30, 2026 and 2025, revenue recognized over time represented $ 233.0 million and $ 152.9 million, respectively, associated with governmental contracts within our Winchester business.

ENVIRONMENTAL

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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

June 30, 2026 December 31, 2025 June 30, 2025

Environmental Reserve Balance Sheet Location ($ in millions)

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Total reserve $ 158.5 $ 156.3 $ 155.2

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 provisions charged to income, which are included in cost of goods sold, were $ 5.7 million and $ 4.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 10.9 million and $ 9.8 million for the six months ended June 30, 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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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.

During the first half of 2026, we paid approximately $ 93 million to Shintech associated with the litigation matter and previously recorded accruals for a VCM pricing dispute with Shintech, and expect to pay approximately $ 100 million during the second half of 2026 associated with these previously accrued matters.

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.

As of June 30, 2026, December 31, 2025 and June 30, 2025, our condensed balance sheets included accrued liabilities for these other legal actions of $ 16.3 million, $ 20.1 million and $ 18.8 million, respectively.

These liabilities do not include costs associated with legal representation.

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The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.

We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.

We have established policies

and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.

ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the condensed balance sheets and measure those instruments at fair value.

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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.

We had outstanding forward contracts to sell foreign currency with notional values of $ 137.0 million, $ 134.0 million and $ 145.3 million as of June 30, 2026, December 31, 2025 and June 30, 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:

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

June 30, 2026 December 31, 2025 June 30, 2025

Commodity Notional Value ($ in millions)

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Total notional $ 216.6 $ 218.6 $ 170.0

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.

As of June 30, 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 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.

At June 30, 2026, we had open derivative contract positions through 2028.

If all open futures contracts had been settled on June 30, 2026, we would have recognized a pretax gain of $ 0.2 million.

If commodity prices were to remain at June 30, 2026 levels, approximately $ 0.1 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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For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.

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 March 31, 2026, December 31, 2025 and March 31, 2025.

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

There were no outstanding interest rate swaps at June 30, 2026, December 31, 2025 and June 30, 2025.

Financial Statement Impacts

We present our derivative assets and liabilities in our condensed balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts.

We present our derivative assets and liabilities in our condensed balance sheets on a net basis whenever we have a

legally enforceable master netting agreement with the counterparty to our derivative contracts.

We use these agreements to manage and substantially reduce our potential counterparty credit risk.

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

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

June 30, 2026 December 31, 2025 June 30, 2025

Balance Sheet Location ($ in millions)

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Amount of Gain (Loss) for the

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Location of Gain (Loss) ($ in millions)

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

As of June 30, 2026, December 31, 2025 and June 30, 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.

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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 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.

As of June 30, 2026, December 31, 2025 and June 30, 2025, the fair value measurements of debt were $ 2,810.7 million, $ 2,834.3 million and $ 2,989.0 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 March 31, 2026, December 31, 2025 or March 31, 2025.

There were no assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2026, December 31, 2025 or June 30, 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