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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-08 · 182 added, 114 removed, 206 unchanged (59% of the section changed)

12 unchanged sentences

EXECUTIVE SUMMARY

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.

Net (loss) income for the three and six months ended June 30, 2026 was $(13.3) million and $(96.3) million, respectively, compared to $(1.3) million and $0.1 million, for the prior year periods, respectively.

The lower earnings for the three and six months ended June 30, 2026 were primarily due to lower Chlor Alkali Products and Vinyls operating results, partially offset by improved operating results from our Epoxy segment.

Diluted net (loss) income per share was $(0.12) and $(0.85) for the three and six months ended June 30, 2026, respectively, compared to $(0.01) and $0.00 in the prior year periods, respectively.

Chlor Alkali Products and Vinyls reported segment income of $53.4 million and $8.9 million for the three and six months ended June 30, 2026, respectively.

Second quarter 2026 segment results were negatively impacted by $40.1 million from operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales.

The remaining increase in segment results for the three months ended June 30, 2026 from the comparable prior year period was primarily due to higher caustic soda and EDC pricing and lower operating costs.

The remaining decrease in segment results for the six months ended June 30, 2026 from the comparable prior year period was primarily due to lower product pricing and volumes, a $36.1 million charge associated with legacy litigation matters and higher raw material costs, primarily natural gas and electrical power costs, partially offset by lower operating costs.

Epoxy reported a segment income of $16.0 million and $13.1 million for the three and six months ended June 30, 2026, respectively.

Epoxy segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs.

Epoxy segment results for the six months ended June 30, 2026 were higher than the comparable prior year period primarily due to lower operating costs and higher volumes.

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

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.

Winchester reported segment income of $28.1 million and $43.3 million for the three and six months ended June 30, 2026, respectively.

Winchester segment results for the three months ended June 30, 2026 were higher than the comparable prior year period primarily due to higher commercial ammunition pricing, higher volumes and improved military project revenue, partially offset by higher raw material costs, primarily commodity metals costs, and higher operating costs.

Winchester segment results for the six months ended June 30, 2026 were lower than the comparable prior year period as higher raw material and operating costs were partially offset by increased commercial ammunition pricing, higher volumes and improved military project revenue.

Proposed Merger

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.

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).

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

During the six months ended June 30, 2026, we had net borrowings of $202.3 million, with $210.0 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

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

Following the recent U.S.

Following the U.S.

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

5 unchanged sentences

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 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.

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CONSOLIDATED RESULTS OF OPERATIONS

Three Months Ended March 31,

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

2026 2025 2026 2025

($ in millions, except per share data)

4 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)

3 unchanged sentences

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

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.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Sales for the three months ended June 30, 2026 were $1,741.9 million compared to $1,758.3 million in the same period last year, a decrease of $16.4 million, or 1%.

Chlor Alkali Products and Vinyls sales decreased by $160.0 million primarily due to lower sales volumes, partially offset by higher pricing.

Epoxy sales increased by $90.9 million, primarily due to higher volumes and higher pricing.

Winchester sales increased by $52.7 million, primarily due to higher ammunition sales to commercial and military customers and increased military project revenue.

Gross margin increased $32.1 million for the three months ended June 30, 2026 compared to the prior year period.

Epoxy gross margin increased $39.6 million, primarily due to higher product pricing and lower operating costs, partially offset by higher raw material costs.

Winchester gross margin increased $8.1 million, primarily due to higher product pricing and higher volumes, partially offset by higher raw material and operating costs.

Chlor Alkali Products and Vinyls gross margin decreased $14.7 million, primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales, partially offset by higher product pricing and lower operating costs.

Gross margin as a percentage of sales increased to 10% during the three months ended June 30, 2026 from 8% during the three months ended June 30, 2025.

Selling and administrative expenses for the three months ended June 30, 2026 were $102.7 million, an increase of $7.5 million from the prior year period.

The increase was primarily due to an unfavorable foreign currency impact of $5.6 million and higher legal and legal-related settlement expenses of $2.1 million, partially offset by lower stock-based compensation costs of $3.0 million, which includes mark-to-market adjustments.

Selling and administrative expenses as a percentage of sales was 6% and 5% for the three months ended June 30, 2026 and 2025, respectively.

Restructuring charges for the three months ended June 30, 2026 and 2025 were $10.5 million and $7.4 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.

Acquisition-related costs for the three months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.

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 June 30, 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 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.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Sales for the six months ended June 30, 2026 were $3,324.9 million compared to $3,402.5 million in the same period last year, a decrease of $77.6 million, or 2%.

Chlor Alkali Products and Vinyls sales decreased by $327.6 million primarily due to lower pricing and volumes.

Epoxy sales increased by $114.8 million, primarily due to higher volumes and pricing.

Winchester sales increased by $135.2 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.

Gross margin decreased $40.8 million for the six months ended June 30, 2026 compared to the prior year period.

Chlor Alkali Products and Vinyls gross margin decreased $107.4 million, primarily due to lower product pricing and volumes, operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales and higher raw material costs, partially offset by lower operating costs.

Epoxy gross margin increased $65.5 million, primarily due to lower operating costs and higher sales volumes.

Winchester gross margin increased $2.7 million, primarily due to higher pricing and sales volumes, partially offset by higher raw material and operating costs.

Gross margin as a percentage of sales decreased to 7% during the six months ended June 30, 2026 from 8% during the six months ended June 30, 2025.

Selling and administrative expenses for the six months ended June 30, 2026 were $247.7 million, an increase of $51.5 million from the prior year period.

The increase was primarily due to higher legal and legal-related settlement expenses of $39.3 million, which includes a first quarter 2026 charge of $36.1 million associated with legacy litigation matters, an unfavorable foreign currency impact of $9.4 million and higher stock-based compensation costs of $7.0 million, which includes mark-to-market adjustments.

Selling and administrative expenses as a percentage of sales was 7% and 6% for the six months ended June 30, 2026 and 2025, respectively.

Restructuring charges for the six months ended June 30, 2026 and 2025 were $19.6 million and $11.4 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.

Acquisition-related costs for the six months ended June 30, 2026 of $10.6 million included costs associated with advisory, legal, accounting, and other professional fees associated with Olin’s pending merger with Huntsman.

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

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.

Interest expense, net for the six months ended June 30, 2026 and 2025 included $0.2 million and $3.3 million, respectively, for the write-off of unamortized deferred debt issuance costs associated with financing transactions.

Without these items, interest expense, net, for the six months ended June 30, 2026 decreased $3.4 million from June 30, 2025, primarily due to 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 three months ended March 31, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.

Non-operating pension income was lower for the six months ended June 30, 2026 compared to the prior year period primarily due to higher actuarial losses recognized to income.

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.

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.

SEGMENT RESULTS

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

2 unchanged sentences

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

Three Months Ended March 31,

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

2026 2025 2026 2025

Segment Detail ($ in millions)

11 unchanged sentences

Restructuring charges (10.5) (7.4) (19.6) (11.4)

Interest expense (43.2) (48.5)

Interest income 1.1 1.2

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

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

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

Non-operating pension income 2.6 4.9 6.1 10.6

1 unchanged sentence

Chlor Alkali Products and Vinyls

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.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Chlor Alkali Products and Vinyls sales for the three months ended June 30, 2026 were $819.5 million compared to $979.5 million for the same period in 2025, a decrease of $160.0 million, or 16%.

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

Chlor Alkali Products and Vinyls segment income was $53.4 million for the three months ended June 30, 2026 compared to segment income of $64.9 million for the same period in 2025, a decrease of $11.5 million.

The decrease in segment income was primarily due to operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), and lower volumes ($3.8 million).

These decreases were partially offset by lower operating costs ($15.9 million), higher pricing ($13.5 million), lower product purchases from other parties ($2.4 million) and lower raw material costs ($0.6 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $98.1 million and $106.3 million for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Chlor Alkali Products and Vinyls sales for the six months ended June 30, 2026 were $1,576.4 million compared to $1,904.0 million for the same period in 2025, a decrease of $327.6 million, or 17%.

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 income was $8.9 million for the six months ended June 30, 2026 compared to segment income of $143.2 million for the same period in 2025, a decrease of $134.3 million.

The decrease in segment income was due to lower pricing ($50.0 million), lower volumes ($47.8 million), operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales ($40.1 million), a charge associated with legacy litigation matters ($36.1 million) and higher raw material costs ($29.0 million), primarily natural gas and electrical power costs.

These decreases were partially offset by lower operating costs ($59.4 million) and lower costs associated with product purchased from other parties ($9.3 million).

Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $191.3 million and $213.5 million for the six months ended June 30, 2026 and 2025, respectively.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Epoxy sales for the three months ended June 30, 2026 were $422.1 million compared to $331.2 million for the same period in 2025, an increase of $90.9 million, or 27%.

The sales increase was due to higher volumes ($50.3 million), higher product pricing ($33.3 million) and a favorable effect of foreign currency translation ($7.3 million).

Epoxy segment income was $16.0 million for the three months ended June 30, 2026 compared to segment loss of $(23.7) million for the same period in 2025.

The increase in segment results of $39.7 million was due to higher product pricing ($33.3 million), lower operating costs ($14.8 million) and higher volumes ($6.1 million), partially offset by higher raw material costs ($14.5 million), primarily benzene and propylene.

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 $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.

Epoxy segment results included depreciation and amortization expense of $11.7 million and $13.1 million for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Epoxy sales for the six months ended June 30, 2026 were $777.7 million compared to $662.9 million for the same period in 2025, an increase of $114.8 million, or 17%.

The sales increase was due to higher volumes ($83.2 million), a favorable effect of foreign currency translation ($22.8 million) and higher product pricing ($8.8 million).

Epoxy segment income was $13.1 million for the six months ended June 30, 2026 compared to segment loss of $(52.1) million for the same period in 2025.

The increase in segment results of $65.2 million was due to lower operating costs ($39.5 million), higher volumes ($11.7 million), higher product pricing ($8.8 million) and lower raw material costs ($5.2 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 $23.6 million and $25.9 million for the six months ended June 30, 2026 and 2025, respectively.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Winchester sales were $500.3 million for the three months ended June 30, 2026 compared to $447.6 million for the same period in 2025, an increase of $52.7 million, or 12%.

The sales increase was due to higher sales to commercial customers ($22.7 million), higher sales to military customers and military project revenue ($27.0 million) and higher sales to law enforcement agencies ($3.0 million).

Winchester segment income was $28.1 million for the three months ended June 30, 2026 compared to $25.0 million for the same period in 2025, an increase of $3.1 million.

The increase in segment results was primarily due to higher product pricing ($18.6 million) and higher sales volume and military project revenue ($9.2 million), partially offset by higher raw material and operating costs ($24.7 million), including commodity metal and propellant costs.

Winchester segment income included depreciation and amortization expense of $8.8 million and $7.9 million for the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Winchester sales were $970.8 million for the six months ended June 30, 2026 compared to $835.6 million for the same period in 2025, an increase of $135.2 million, or 16%.

The sales increase was due to higher sales to military customers and

military project revenue ($101.4 million) and higher sales to commercial customers ($35.6 million), partially offset by lower sales to law enforcement agencies ($1.8 million).

Winchester segment income was $43.3 million for the six months ended June 30, 2026 compared to $47.8 million for the same period in 2025, a decrease of $4.5 million.

The decrease in segment results was primarily due to higher raw material and operating costs ($38.9 million), including commodity metal and propellant costs, partially offset by higher product pricing ($23.7 million) and higher sales volume and military project revenue ($10.7 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.

Winchester segment income included depreciation and amortization expense of $17.7 million and $17.4 million for the six months ended June 30, 2026 and 2025, respectively.

Corporate/Other

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.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

For the three months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $5.7 million compared to $4.8 million for the three months ended June 30, 2025.

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 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).

For the three months ended June 30, 2026, other corporate and unallocated costs were $25.3 million compared to $19.9 million for the three months ended June 30, 2025, an increase of $5.4 million.

The increase was primarily due to an unfavorable foreign currency impact ($5.6 million), partially offset by lower stock-based compensation costs ($3.0 million), which includes mark-to-market adjustments.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

For the six months ended June 30, 2026, charges to income for environmental investigatory and remedial activities were $10.9 million compared to $9.8 million for the six months ended June 30, 2025.

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

For the six months ended June 30, 2026, other corporate and unallocated costs were $58.5 million compared to $39.9 million for the six months ended June 30, 2025, an increase of $18.6 million.

The increase was primarily due to an unfavorable foreign currency impact ($9.4 million) and higher stock-based compensation costs ($7.0 million), which includes mark-to-market adjustments.

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 months ended March 31, 2026 and 2025, were as follows:

Three Months Ended March 31,

Pretax restructuring charges for the three and six months ended June 30, 2026 and 2025, were as follows:

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

2026 2025 2026 2025

Restructuring Charges ($ in millions)

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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.

In the second quarter 2026, we saw sequential improvement across all our business segments despite significant global volatility.

We expect third quarter 2026 operating results from our Chemical businesses to be comparable to the second quarter 2026, as ongoing operating issues at our VCM facility in Freeport, TX and weaker EDC pricing are offset by seasonally stronger caustic soda demand.

In the third quarter 2026, we expect our Winchester business to experience seasonally improved commercial demand.

Overall, we expect Olin’s third quarter 2026 operating results to be comparable to or slightly lower than our second quarter 2026 levels.

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

In 2026, we expect to incur approximately $35 million to $40 million in acquisition-related costs associated with our anticipated merger with Huntsman.

During 2026, we anticipate environmental expenses in the $25 million to $30 million range, compared to $24.5 million in 2025.

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

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.

During 2026, we expect to pay approximately $195 million to Shintech associated with the litigation matter discussed within Note 18 “Commitments and Contingencies,” of the notes to condensed 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.

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ENVIRONMENTAL MATTERS

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.

The following table summarizes the environmental liability activity:

Three Months Ended March 31,

Six Months Ended June 30,

Environmental Liabilities ($ in millions)

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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 $11.4 million at March 31, 2026.

Our accrued liabilities for unasserted claims amounted to $11.4 million at June 30, 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.

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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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Cash Flow Data

Three Months Ended March 31,

Six Months Ended June 30,

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

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Capital expenditures (72.7) (92.4)

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

Net investing activities (75.6) (152.3)

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Operating Activities

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.

For the six months ended June 30, 2026, net cash provided by operating activities decreased $167.0 million compared with the six months ended June 30, 2025.

The decrease was primarily due to lower operating results and a larger use of cash for working capital compared to the prior year period.

For the six months ended June 30, 2026, working capital increased $183.0 million compared to an increase of $112.4 million for the six months ended June 30, 2025.

Receivables increased $149.0 million, primarily due to the timing of sales during the second quarter 2026 compared to the fourth quarter 2025.

Inventories increased by $65.9 million, which reflects normal seasonal growth.

Accounts payable and accrued liabilities increased $42.5 million from December 31, 2025, which includes a decrease of approximately $93 million of previously accrued reserves for payments associated with a litigation matter discussed within Note 18 “Commitments and Contingencies,” of the notes to condensed financial statements.

Investing Activities

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.

Capital spending was $72.7 million for the six months ended June 30, 2026, compared to $92.4 million for the comparable period in 2025.

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

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Financing Activities

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)

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2024 Receivables Financing Agreement 215.0 570.0

2033 Notes — 600.0

6.625% senior notes, due 2033 (2033 Notes)

Total borrowings 576.6 2,330.0

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2024 Receivables Financing Agreement (113.0) (580.0)

2025 Notes — (108.6)

2027 Notes — (500.0)

9.50% senior notes, due 2025 (2025 Notes)

5.125% senior notes, due 2027 (2027 Notes)

Total repayments (374.3) (2,170.2)

Long-term debt borrowings, net $ 202.3 $ 159.8

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.

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 (defined below).

For 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.

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.

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 percentage of total debt to total capitalization increased to 63.9% as of June 30, 2026 from 60.2% as of December 31, 2025, as a result of lower shareholders’ equity, primarily due to our operating results, dividends paid, and a distribution to our non-controlling interest and a higher level of debt outstanding.

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

Dividends paid for the six months ended June 30, 2026 and 2025, were $45.6 million and $46.0 million, respectively.

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

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

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, upon 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.

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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.

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.

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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.

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

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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.

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.

At June 30, 2026, we had total letters of credit of $161.2 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 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.

As of June 30, 2026, we had long-term borrowings, including the current installment, of $3,029.1 million, of which $1,263.1 million were at variable rates.

Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $18.6 million as of June 30, 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.

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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.

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.

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 $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 March 31, 2026:

The following table summarizes our credit ratings as of June 30, 2026:

Credit Rating Agency Long-term Rating Outlook

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis