OLIN Corp 10-Q

ITEM 4. CONTROLS AND PROCEDURES Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information we are required to disclose in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. These statements may include statements regarding the proposed merger with Huntsman Corporation (Huntsman), the expected timetable for completing the merger, benefits and synergies of the merger, and future opportunities for the combined company following the transaction. The statements contained in this quarterly report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties. We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “outlook,” “project,” “estimate,” “forecast,” “optimistic,” “target,” and variations of such words and similar expressions in this quarterly report to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. 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 conditions, 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. The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following: Business, Industry and Operational Risks • sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us; • declines in average selling prices for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products; • unsuccessful execution of our operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes; • failure to control costs and inflation impacts or failure to achieve targeted cost reductions; • availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics; • our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation; • the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards; • exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events; • the failure or an interruption, including cyber-attacks, of our information technology systems; • risks associated with our international sales and operations, including economic, political or regulatory changes; • weak industry conditions affecting our ability to comply with the financial maintenance covenants in our debt agreements; • our indebtedness and debt service obligations; • failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions; • adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital; • our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business; 40 Table of Contents • the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans; • our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets; Legal, Environmental and Regulatory Risks • changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate; • new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; • unexpected outcomes from legal or regulatory claims and proceedings; • costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings; • various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; Risks Relating to the Proposed Merger with Huntsman • factors relating to the satisfaction of the conditions to, and timely completion of, the proposed merger with Huntsman, including required shareholder and regulatory approvals; • the possibility that the proposed merger may not be completed on the anticipated terms, timing, or at all, including the possibility of circumstances that would require us to pay a termination fee or reimburse certain expenses; • the possibility that the expected strategic benefits, cost savings, operational efficiencies and synergies of the proposed merger may not be realized or may take longer to realize than expected; • the effect of the proposed merger on relationships with employees, customers, suppliers and other business partners and adverse effects on our ability to attract, retain and motivate key personnel, maintain commercial relationships and execute our business strategy; • the diversion of management attention from day-to-day operations and other strategic opportunities; • transaction, advisory, legal, accounting, consulting, regulatory, retention, integration planning costs and other costs associated with the proposed merger; • the Merger Agreement contains customary covenants that restrict our ability to undertake certain actions without Huntsman’s consent prior to closing, which may limit operational flexibility and the ability to pursue certain business opportunities during the pendency of the transaction; and • the risk of litigation, regulatory proceedings relating to the proposed merger, or the imposition of conditions, limitations, divestiture requirements or other remedies by governmental authorities. All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements. 41 Table of Contents PART II — OTHER INFORMATION