OLN 10-K & 10-Q changes, risk factors and insider trading

Although a majority of our sales are within North America, a large part of our financial performance is dependent upon a healthy global economy as we, along with our customers, participate in global markets and sell products abroad. As a result, our business is and will continue to be affected by general economic and business conditions in Europe, Asia Pacific, particularly China, and Latin America, as well as within North America. External factors include inflation and fluctuations in interest rates, tariffs and trade barriers, customer demand, labor and energy costs, currency changes, new capacity additions, increased utilization of current capacity, competitor actions, political conflicts, public health epidemics, and other factors beyond our control. The demand for our products and our customers’ products is directly affected by such fluctuations. In addition, our customers could decide to move some or all of their production to locations that are more remote from our facilities, or to another supplier, and this could reduce demand for our products.

Cyclical Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products.

Our industrieshistorical operating results reflect the cyclical and eachsometimes volatile nature of ourthe businesschemical segmentsand ammunition industries. We experience cycles of fluctuating supply and demand, particularly in our Chlor Alkali Products and Vinyls segment, which can result in changes in selling prices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand, generally followed by periods of oversupply and declining prices. We believe our operating model can mitigate pricing pressure historically experienced during periods of supply exceeding demand. Nevertheless, we cannot assure you that increased pricing pressure will not affect our operating results in the future during these periods. Another factor influencing demand and pricing for chemical products is the price of energy. Higher natural gas prices increase our customers’ and competitors’ manufacturing costs and depending on the ratio of crude oil to natural gas prices, could make our customers less competitive in worldglobal markets, negatively affecting the demand and pricing for our chemical products.

Chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda. An imbalance in customer demand may require Olin to reduce production of both chlorine and caustic soda or take other steps to correct the imbalance. Since we cannot store large quantities of chlorine, we may not be able to respond to an imbalance in customer demand for these products quickly or efficiently. To mitigate exposure and maximize value from the entire ECU, we continually take a number of actions, including,including managing our production rates to the prevailing weaker side of the ECU, leveraging our portfolio of chlorine and chlorine derivatives outlets and entering into purchase for re-sale transactions. If our efforts are not successful and a substantial imbalance occurred, we might need to take actions that could have a material adverse effect on our business.

WeBecause of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particular historical period, including the most recent period shown in our operating results. We cannot assure you that the chemical industry or ammunition industry will not experience adverse trends in the future.

Our operating model in our chemicals businessesbusinesses, which emphasizes a disciplined value-first commercial approach, prioritizes ECU margins over sales volume. To mitigate exposure and maximize value from the entire ECU, our operating model necessitates managing production rates to preserve value, which may impact the way we transact business with customers and other third parties. The execution of the model may not be successful over time. For example, we may not be able to consistently achieve higher margins compared to previous industry or business cycles, customers may not be willing to transact with us on terms acceptable to us, or the margin improvement achieved might be more than offset by the impact from lower sales volumes, any of which could have a material adverse effect on our business.

Our operating results and profitability are dependent upon our continued ability to control, and in some cases reduce, our costs. If we are unable to do so, or if costs outside of our control, particularly our costs of raw materials, utilities, transportation and similar costs, increase beyond anticipated levels, our profitability will decline. In addition, an increase in costs generally as a result of risingheightened inflation, tariffs and trade barriers, political conflicts or other macroeconomic factors, or in a particular sector such as the energy or transportation sector, could result in rising costs which we cannot fully mitigate through product price increases or cost reductions, which could also adversely affect our profitability.

For example, if our feedstock and energy costs increase, and we are unable to pass the increased costs on to customers, our profitability in our Chlor Alkali Products and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business, such as copper, propellantpropellant, brass and lead, can vary. If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitability in our Winchester business would be negatively affected.

Our profitability and margin growth will depend in part on our ability to maintain an efficient operating model and drive sustainable improvements, through productivity, reliability and modernization actions and projects, such as rightsizing our global asset base, product line rationalizations, renegotiating supplier contracts and facility modernization projects. A variety of factors may adversely affect the Company’s ability to realize targeted cost reductions, including failure to successfully optimize our facilities footprint, failure to take advantage of our vertically integrated product lines and global supply chains, or the failure to identify and eliminate duplicative programs. There can be no assurance that we will be able to achieve or sustain any or all of the cost savings generated from our actions.actions and initiatives, and our business could be adversely affected.

We obtain a significant portion of our raw materials from a few key suppliers. If any of these suppliers fail to meet their obligations under present or any future supply agreements, we may be forced to pay higher prices or incur higher costs to obtain the necessary raw materials. Any interruption of supply or any price increase of raw materials could have a material adverse effect on our business. Certain of our facilities are dependent on feedstocks, services, and related infrastructure provided by third parties, which are provided pursuant to long-term contracts. Any failure of those third parties to perform their obligations under those agreements or disagreements regarding the performance under those agreements or inability to renew such agreements at acceptable terms could adversely affect the operation of the affected facilities and our business, or result in diversion of management’s attention or our resources from other business matters. If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain equally favorable pricing and terms. Additionally, we may be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities to accommodate railcar or other delivery methods or to replace other services. The impact of microeconomic factors such as tariffs and trade barriers and political conflicts, particularly with suppliers of ours that operate internationally, may lead to further supply chain constraints.

We are exposed to climate-related risks and uncertainties, many of which are outside of our control. We have a substantial presence near the U.S. Gulf Coast and a significant portion of our manufacturing facilities, similar to our competitors and customers, are structured near major bodies of water. Major hurricanes, or other weather-related events, have caused significant disruption in our operations on the U.S. Gulf Coast, logistics across the region and the supply of certain raw materials, which have had an adverse effect on volume and cost for some of our products. Climate change could result in moreMore frequent severe weather events,events or potential changes in precipitation patterns and extreme variability in weather patterns, whichpatterns could disrupt our operations in the U.S. Gulf Coast, or elsewhere, as well as those of our customers and suppliers. Severe weather conditions or other natural phenomena in the future, including those resulting from climate change,future could have a material adverse effect on our business.

We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport raw materials to the manufacturing facilities used by each of our businesses. These transport operations are subject to various hazards and risks, including extreme weather conditions, work stoppages and operating hazards, as well as domestic and international transportation and maritime regulations. In addition, the methods of transportation we utilize, including shipping chlorine and other chemicals by railroad and by barge, may be subject to additional, more stringent and more costly regulations in the future. If we are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new or modified regulations or public policy changes related to transportation safety, or these transportation companies’ failure to operate properly, or if there are significant changes in the cost of these services due to industry consolidation, new additional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could result in a material adverse effect on our business. If any third-party railroad that we utilize to transport chlorine and other chemicals ceases to transport certain hazardous materials, or if there are significant changes in the cost of shipping hazardous materials by rail or otherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect on our business.

Our operations depend on our ability to protect our information technology systems, computer equipment and information databases from systems failures or interruptions. We rely on both internal information technology systems and certain external service providers to assist in the management of the day-to-day operation of our business, operate elements of our manufacturing facilities, manage relationships with our employees, customers and suppliers, fulfill customer orders and maintain our financial, accounting or other business records. Failure or interruption of one, or more than one, of our information technology systems to perform as anticipated could be caused by internal or external events or parties, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power or telecommunication fluctuations or failures. The failure of our information technology systems to perform as anticipated for any reason, or any significant breach of our systems’ security, could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs or loss of important information, or loss of sales, any of which could have a material adverse effect on our business. We have technology and information security processes, periodic external service and service provider reviews, insurance policies and disaster recovery plans in place to mitigate our risk to these vulnerabilities. However, these measures may not be adequate to ensure that our operations will not be disrupted or our financial impact minimized, should such an event occur. We have experienced cyber incidents in the past and, although we do not believe any have been material, we may experience cybersecurity incidents and security breaches in the future. Our cybersecurity risk management strategy is detailed within Item 1C. - “Cybersecurity.”

•risk of non-compliance with anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices ActAct, and export control laws and regulations;

Credit Facility—WeakAdverse industry or business conditions impacting our profitability could affect our ability to comply with the financialcovenants maintenanceand covenantsrestrictions in our seniordebt credit facility.agreements.

Our Senior Secured Revolving Credit Facility,Facility (see ‘Indebtedness’ below), and other debt instruments, include certain financial maintenance covenants requiring us to not exceed a maximum net leverage ratio and to maintain a minimum coverage ratio. Our inability to comply with these or other covenants and restrictions in our current and future debt agreements could result in an event of default, including cross-defaults to other debt facilities, if not cured or waived.

DependingUnfavorable industry or business conditions may have a material adverse effect on our business and profitability and depending on the magnitude and duration of economicthe orimpact, industrymay downturns affectingaffect our businesses, including deterioration in prices and volumes, there can be no assurance that we will continueability to be inmaintain compliance with these ratios. If we fail to comply with eitherany of these covenants in a future period and are not able to obtain waivers fromfrom, theor enter into an agreement with, our lenders, we would need to refinance our current senior credit facilitydebt, or our ability to borrow under this facility may be limited. However, there can be no assurance that such refinancing would be available to usus, onor that the terms that would be acceptable to us or at all.acceptable.

As of December 31, 2024,2025, we had $2,842.2$2,827.3 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could be borrowed under our Senior2025 Revolvingrevolving Creditcredit Facilityfacility with aggregate commitments of $1,200.0 million (Senior2025 Revolving Credit Facility)., which was amended on February 19, 2026 which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries. Additional information with respect to our credit facility amendment is contained in Part II, Item 8—“Financial Statements and Supplementary Data,” under the heading “Subsequent Event” within Note 11, “Debt,” of our notes to consolidated financial statements. As of December 31, 2024,2025, our indebtedness represented 58.0%60.2% of our total capitalization and $129.0$109.7 million of our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt, but we cannot be certain that additional debt will be available on terms acceptable to us or at all.

•limiting our ability to accommodate growthgrowth, including acquisitions, by reducing funds otherwise available for other corporate purposes, which in turn could prevent us from fulfilling our obligations under our indebtedness;

Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive and business factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to make these payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sell assets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms,terms or at all, would have a material adverse effect on our business, as well as on our ability to satisfy our debt obligations.

Labor Matters—We cannot assure you that we can conclude future labor contracts or any other labor agreements without work stoppages.

Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes. In 2025,2026, we have no labor agreements that are due to expire in Canada, and twothree labor agreementagreements expiring in the U.S., including our East Alton, IL, facility (523 employees) and our Lake City facility in Independence, MO (1,358 employees), representing approximately 2%24% of our global workforce.

In addition, a large number of our employees are located in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work collaboratively with the legal representatives of those employees to effect any changes to labor arrangements. For example, most of our employees in Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes, and may impede efforts to restructure our workforce. While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude any labor agreements without work stoppages and cannot assure you that any work stoppages will not have a material adverse effect on our business.

Legislation or regulations that may be adopted or modified by U.S. or foreign governments that affect products we produce could significantly affect the sales, costs and profitability of our business, including legislation or regulations intended to address antitrust and competition, the environment, climateincluding change,greenhouse gas emissions, taxes, international trade matters through import and export duties and quotas and anti-dumping measures and related tariffs.

TSCA was amended in 2016, and the U.S. Environmental Protection Agency (EPA) is currently evaluating several of our products and manufacturing processes for additional regulation under the amended law. Certain of our products, or inputs into our manufacturing process, are subject to regulation under current TSCA regulations, and other chemicals or ingredients may be regulated under the law in the future. In 2024, the EPA finalized regulation that bans the use of asbestos, a principal material used in diaphragm-based chlorine manufacturing, in five years. Diaphragm technology-based chlorine production makes up a significant part of Olin’s capacitycapacity, and this government regulation could significantly increase the cost of production or cause us to close production capacity that would have negative consequences on our business. The EPA has also finalized regulation associated with several of Olin’s chlorinated organic products under the new TSCA law and these rules also present risk to these businesses. Olin is challenging many of these new regulations in an array of court proceedings, but the outcome of these litigation matters is uncertain. We also anticipate future regulatory action related to EDC and VCM under the amended TSCA law that could significantly affect the sales, costs and profitability of those product lines.

The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subject to extensive regulation.regulations. Government authorities at the local, state and federal levels could implement new or stricter regulations, or change their interpretations of existing regulations, that would impact the security of chemical plant locations and the transportation of hazardous chemicals. Our Chlor Alkali Products and Vinyls and Epoxy segments could be adversely affected by the cost of complying with any new regulations. Our business also could be adversely affected if an incident were to occur at one of our facilities or while transporting products. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.

We are subject to legal and regulatory claims and proceedings relating to our present and former operations and could become subject to additional claims in the future, some of which could be material. These proceedings may be brought by the government or private parties and may arise out of a number of matters, including, antitrust claims, contract disputes, product liability claims, including ammunition and firearms, and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based on alleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants. Defense of these claims can be costly and time-consuming even if ultimately successful. Because of the inherent uncertainties of legal proceedings, we are unable to predict their outcome and therefore cannot determine whether the financial effect, if any, will be material to our business. We have included additional information with respect to pending legal and regulatory proceedings in Part II, Item 8,8—“Financial Statements and Supplementary Data,” under the heading of “Legal Matters” within Note 22, “Commitments and Contingencies,” of our notes to consolidated financial statements.

Our Winchester business currently operates and manages the Lake City Army Ammunition Plant in Independence, MO under a multi-year contract with the U. S.U.S. Army. The contract has an initial term of seven years, startingthat began on October 1, 2020, and mayhas bebeen extended for up to three additional years. Additionally, our Winchester business is engaged to perform various deliverables under other government contract arrangements. The Lake City facility also allows, under certain conditions, for Winchester to utilize the facility to produce commercial ammunition. The operation of the Lake City facility and our other U.S. government contracts require compliance with numerous contract provisions and government regulations. U.S. government contracts often reserve the right to audit our contract costs and conduct inquiries and investigations of our business practices and compliance with government contract requirements. In some cases, audits may result in delayed payments or contractor costs not being reimbursed or subject to repayment. Our failure to comply with any one of these contract provisions and regulations could have a material adverse effect on our business.

Olin Corporation (OlinOlin, the Company, we or our) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer,monomer (VCM), methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.targets, along with contracted U.S. military project revenue.

Net loss was $(100.5) million for 2025 compared to net income wasof $108.6 million for 2024 compared to $460.2 million for 2023,2024, a decrease of $351.6$209.1 million, or 76%.million. The decrease in net incomeresults from the prior year was primarily due to lower operating results across all of our business segments. NetDiluted incomenet loss per share was $(0.88) for 20232025 alsocompared reflectsto a pretax gain of $27.0 million from the sale of our domestic private trucking fleet and operations. Diluteddiluted net income per share wasof $0.91 for 2024 compared to $3.57 for 2023,2024, a decrease of $2.66$1.79 per share, or 75%.197%.

Winchester reported segment income of $67.7 million for 2025 compared to segment income of $237.9 million for 2024 compared to $255.6 million for 2023.2024. Winchester segment results were lower than in the prior year primarily due to decreased commercial ammunition sales volumes and pricing, along with higher commodityraw material and operating costs, including commodity metal and propellant costs, and lower pricing. The decline was partially offset by higher sales volumes. Higher international military sales, military project revenue, and White Flyer sales were partially offset by lower commercial ammunition sales.revenue.

On December 11, 2024, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $1.3 billion. During 2024,2025, we repurchased and retired 5.92.2 million shares of common stock at a total value of $300.3$50.5 million under a prior authorized share repurchase program.million. As of December 31, 2024,2025, we havehad $2.0$1.9 billion of remaining authorizedauthorization to repurchase shares of our common stock to be repurchased under theour 2022 Repurchase Authorization and 2024 Repurchase Authorization (both defined in Liquidity and Capital Resources) programs.

Subsequent Event - Credit Facility

On JanuaryApril 21,18, 2025, Olin announced the signing of a definitive agreement with AMMO, Inc. to acquireacquired AMMO, Inc.’s small caliber ammunition manufacturing assets for $75total million,consideration subjectof to$55.8 customary terms, closing conditions and post-closing adjustments.million. The acquisitionacquisition, which includes AMMO Inc.’s brass shellcase capabilities and theirits 185,000 square foot production facility located in Manitowoc, WI.WI, is included in Olin’s Winchester segment. The acquisition will bewas financed with cash on hand and is expected to close in the second quarter of 2025.hand.

Tax expense for 2024 was $36.7 million, resulting in a tax rate of 25.9%. The effective tax rate forwas 2024higher includedthan the 21.0% U.S. federal statutory rate, primarily due to state income tax, foreign income inclusions, non-deductible exchange rate results, expenses from prior year tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions, benefits associated with stock-based compensation, U.S. Federalfederal tax credits purchased at a discount, changes in tax contingencies and remeasurement of deferred taxes due to a decrease in our state effective tax rates,rates. partiallyTax offsetexpense byfor expenses2023 fromwas prior$107.3 yearmillion, tax positions and from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resultedresulting in a net $5.1 million tax benefit.rate Excludingof these19.2%. items, theThe effective tax rate for 2024 of 29.5% was higherlower than the 21.0% U.S. federal statutory rate primarily due to statea income tax,favorable foreign income inclusions and non-deductible exchange rate results, partially offset bydifferential, favorable permanent salt depletion deductions. The effective tax rate for 2023 includeddeductions, benefits associated with a legal entity liquidation, prior year tax positions, stock-based compensation, remeasurement of deferred taxes due to a decrease in our state effective tax rates and foreign rate changes, and from a change in tax contingencies, andpartially anoffset expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions. These factors resulted in a net $29.4 million tax benefit. Excluding these items, the effective tax rate for 2023 of 24.4% was higher than the 21.0% U.S. federal statutory rate primarily due toby state income tax, an increase in the valuation allowance related to losses in foreign jurisdictions and foreign income inclusions, partially offset by foreign rate differential and favorable permanent salt depletion deductions.inclusions.

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.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: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance.performance, and represents our reportable segments. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

(2)Other operating income for the year ended December 31, 2023, included a gain of $27.0 million from the sale of our domestic private trucking fleet and operations and an insurance recovery of $15.6 million associated with a second quarter 2022 business interruption at our Plaquemine, LA, Chlor Alkali Products and Vinyls facility. Other operating income for the year ended December 31, 2022, included $13.0 million of gains from the sale of two former manufacturing facilities.

Epoxy reported segment loss of $85.0$(85.0) million for 2024 compared to $31.0$(31.0) million for 2023, a decrease in segment results of $54.0 million. The decrease was due to lower product prices ($148.3 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, and the negative impact of Hurricane Beryl resulting in incremental costs to restore operations, unabsorbed fixed manufacturing costs, and reduced profit from lost sales ($32.7 million), partially offset by increased volumes and improved product mix ($76.4 million) and lower raw material and operating costs ($50.6 million). A significant percentage of our Euro denominated sales are of 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 $53.7 million and $57.4 million in 2024 and 2023, respectively.

Olin Corporation (Olin, the Company, we or our) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride (EDC) and vinyl chloride monomer (VCM), methyl chloride ,chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and formulated solutions products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets, along with contracted U.S. military project revenue.

Net (loss) income for the three and six months ended MarchJune 31,30, 2026 and 2025 was $(83.013.3) million and $1.4$(96.3) million, respectively, compared to $(1.3) million and $0.1 million, for the prior year periods, respectively. The decreaselower in net (loss) incomeearnings for the three and six months ended MarchJune 31,30, 2026 waswere primarily due to lower operating results across our Chlor Alkali Products and Vinyls andoperating Winchester business segments,results, partially offset by improved operating results from our Epoxy segment. Diluted net (loss) income per share was $(0.730.12) and $(0.85) for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $0.01$(0.01) and $0.00 in the prior year period,periods, a decrease of $0.74 per share.respectively.

Epoxy reported a segment lossincome of $(2.9)$16.0 million and $(28.4)$13.1 million for the three and six months ended June 30, 2026, respectively. Epoxy segment results for the three months ended MarchJune 31,30, 2026 were higher than the comparable prior year period primarily due to higher product pricing and 2025,lower respectively.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 and raw material costs and higher volumes, partially offset by lower pricing.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$28.1 million and $22.8$43.3 million for the three and six months ended June 30, 2026, respectively. Winchester segment results for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Winchester segment results were lowerhigher than the comparable prior year period primarily due to higher rawcommercial materialammunition pricing, higher volumes and operatingimproved costs,military includingproject commodity metal and propellant costs,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 pricingpricing, andhigher volumes and improved military project revenue.

On February 19, 2026, we executed an amendment to our existing $1,850.0 million senior credit facility (Senior Secured Credit Facility) which, among other things, modified the financial covenants to be less restrictive and incorporated guarantees and collateral by certain of our domestic subsidiaries. The maturity date for the Senior Secured Credit Facility remainedremains March 14, 2030.

During the threesix months ended MarchJune 31,30, 2026, we had net borrowings of $170.3$202.3 million, with $160.0$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).

Tariffs and trade flows continue to influence the demand outlook amid varying market responses. Following the February 20, 2026, U.S. Supreme Court ruling that struck down broad emergency‑based tariffs issued under the International Emergency Economic Powers Act (IEEPA), the U.S. administration has begun recalibrating its tariff strategy through other legal alternatives, including expanded use of Section 301 investigations. Following the recent U.S. Supreme Court ruling, certain importers have begun pursuing tariff‑recovery claims related to previously assessed duties. While we continue to monitor these developments, the financial impact of tariff‑recovery opportunities or obligations has not been significant to our businesses. We also continue to monitor the direct and indirect impact from tariffs on goods being imported into the United States and the competitiveness of our export products in markets that implement retaliatory tariffs.

The recent escalation of conflict in the Middle East, including escalating tensions with Iran, and the international response to these developments, has increased the level of economic and political uncertainty across global markets. The conflict has contributed to heightened volatility in global supply and demand fundamentals, particularly within energy‑linked and regionally sensitive markets. Sanctions and policy actions from the U.S. and other governments continue to evolve, and the broader implications of the conflict on global economic conditions remain fluid. We continue to closely monitor the changing environment. As of now, the direct impact on our operations has not been significant; however, we are unable to determine the future impact that the conflict and the corresponding global response may have on our business.

Sales for the three months ended MarchJune 31,30, 2026 were $1,583.0$1,741.9 million compared to $1,644.2$1,758.3 million in the same period last year, a decrease of $61.2$16.4 million, or 4%.1%. Chlor Alkali Products and Vinyls sales decreased by $167.6$160.0 million primarily due to lower sales volumesvolumes, andpartially offset by higher pricing. Epoxy sales increased by $23.9$90.9 million, primarily due to higher volumes,volumes partiallyand offset by lowerhigher pricing. Winchester sales increased by $82.5$52.7 million, primarily due to increased military project revenue, and higher ammunition sales to militarycommercial and commercialmilitary customers.customers and increased military project revenue.

Gross margin decreasedincreased $72.9$32.1 million for the three months ended MarchJune 31,30, 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 $92.7$14.7 million, primarily due to loweroperating productissues pricingwith the VCM plant at the Freeport, TX facility resulting in higher costs and volumes.reduced Winchesterprofit grossfrom marginlost decreased $5.4 million, primarily due to higher raw material and operating costs, including commodity metal and propellant costs,sales, partially offset by higher product pricing.pricing Epoxy gross margin increased $25.9 million, primarily due toand lower operating and raw material costs and higher volumes, partially offset by lower pricing.costs. Gross margin as a percentage of sales decreasedincreased to 5%10% during the three months ended MarchJune 31,30, 2026 from 9%8% during the three months ended MarchJune 31,30, 2025.

Selling and administrative expenses for the three months ended MarchJune 31,30, 2026 were $145.0$102.7 million, an increase of $44.0$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 $37.2$2.1 million, whichpartially includesoffset aby $36.1 million charge associated with legacy litigation matters and higherlower stock-based compensation costs of $10.0$3.0 million, which includes mark-to-market adjustments. Selling and administrative expenses as a percentage of sales was 9%6% and 6%5% for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Restructuring charges for the three months ended MarchJune 31,30, 2026 and 2025 were $9.1$10.5 million and $4.0$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.

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 MarchJune 31,30, 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 MarchJune 31,30, 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 $(118.36.8) million and an associated income tax benefit of $35.3$(4.0) million, resulting in an effective tax rate of 29.8%.58.8%. The income tax benefit for the three months ended MarchJune 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 31,30, 2025 was primarily attributable to incomea loss before taxes for the period, along with a changerelease inof valuation allowances on domestic state net operating losses and Inflation Reduction Act (IRA) investment tax contingenciescredits recognized during the period.

We define segment results as income (loss) before interest expense, interest income,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: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance and represents our reportable segments. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.

Chlor Alkali Products and Vinyls sales for the three months ended MarchJune 31,30, 2026 were $756.9$819.5 million compared to $924.5$979.5 million for the same period in 2025, a decrease of $167.6$160.0 million, or 18%.16%. The sales decrease was due to lower sales volumes, primarily as a result of lower trading volumes associated with Blue Water Alliance, andpartially loweroffset by higher pricing.

Chlor Alkali Products and Vinyls segment lossincome was $(44.5)$53.4 million for the three months ended MarchJune 31,30, 2026 compared to segment income of $78.3$64.9 million for the same period in 2025, a decrease of $122.8$11.5 million. The decrease in segment resultsincome 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 ($63.5$13.5 million), lower volumesproduct purchases from other parties ($44.0$2.4 million), higherand lower raw material costs ($29.6 million), primarily natural gas and electrical power costs, and a charge associated with legacy litigation matters ($36.1$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.

Epoxy sales for the three months ended MarchJune 31,30, 2026 were $355.6$422.1 million compared to $331.7$331.2 million for the same period in 2025, an increase of $23.9$90.9 million, or 7%.27%. The sales increase was due to higher volumes ($32.9$50.3 million), higher product pricing ($33.3 million) and a favorable effect of foreign currency translation ($15.5 million), partially offset by lower product pricing ($24.5$7.3 million).

Epoxy segment lossincome was $(2.9)$16.0 million for the three months ended MarchJune 31,30, 2026 compared to segment loss of $(28.423.7) million for the same period in 2025. The increase in segment results of $25.5$39.7 million was due to higher product pricing ($33.3 million), lower operating costs ($24.7$14.8 million) and higher volumes ($5.6$6.1 million). Lower product pricing ($24.5 million) was, partially offset by lowerhigher raw material costs ($19.7$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$11.7 million and $12.8$13.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Winchester sales were $470.5$500.3 million for the three months ended MarchJune 31,30, 2026 compared to $388.0$447.6 million for the same period in 2025, an increase of $82.5$52.7 million, or 21%.12%. The sales increase was due to higher sales to commercial customers ($22.7 million), higher sales to military customers and military project revenue ($74.4$27.0 million) and higher sales to commercial customers ($12.9 million), partially offset by lower sales to law enforcement agencies ($4.8$3.0 million).

Winchester segment income was $15.2$28.1 million for the three months ended MarchJune 31,30, 2026 compared to $22.8$25.0 million for the same period in 2025, aan decreaseincrease of $7.6$3.1 million. The decreaseincrease in segment results was primarily due to higher raw material and operating costs ($14.2 million), including commodity metal and propellant costs, partially offset by higher product pricing ($5.1$18.6 million) and higher sales volume and military project revenue ($1.5$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 $8.9$8.8 million and $9.5$7.9 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

For the three months ended MarchJune 31,30, 2026, charges to income for environmental investigatory and remedial activities were $5.2$5.7 million compared to $5.0$4.8 million for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026, other corporate and unallocated costs were $33.2$25.3 million compared to $20.0$19.9 million for the three months ended MarchJune 31,30, 2025, an increase of $13.2$5.4 million. The increase was primarily due to higheran unfavorable foreign currency impact ($5.6 million), partially offset by lower stock-based compensation costs ($10.0$3.0 million), which includes mark-to-market adjustments, and an unfavorable foreign currency impact ($3.8 million).adjustments.

Pretax restructuring charges for the three and six months ended MarchJune 31,30, 2026 and 2025, were as follows:

In the second quarter 2026, we saw sequential improvement across all our business segments despite significant global volatility. We expect secondthird quarter 2026 operating results from our Chemical businesses to be highercomparable thanto the firstsecond quarter 2026, withas ongoing operating issues at our VCM facility in Freeport, TX and weaker EDC pricing are offset by seasonally stronger demandcaustic andsoda improveddemand. pricing.In Wethe third quarter 2026, we expect our Winchester business second quarter 2026 results to increaseexperience from first quarter 2026 withseasonally improved commercial and military demand. Overall, we expect Olin’s secondthird quarter 2026 operating results to be highercomparable to or slightly lower than theour firstsecond quarter 2026 levels.

During the first half of 2026, we expect to pay approximately $195 million to Shintech associated with the litigation matter discussed inwithin Note 22,18 “Commitments and ContingenciesContingencies,” of ourthe notes to consolidatedcondensed financial statements, and previously recorded accruals for a VCM pricing dispute with Shintech.

Environmental provisions charged to income, which are included in costscost of goods sold, were $5.2$5.7 million and $5.0$4.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $10.9 million and $9.8 million for the six months ended June 30, 2026 and 2025, respectively.

Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2026 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 million. 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. 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 MarchJune 31,30, 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. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts may be material to our operating results in 2026.

For the threesix months ended MarchJune 31,30, 2026, net cash usedprovided forby operating activities decreased by $37.4$167.0 million compared with the threesix months ended MarchJune 31,30, 2025. The decrease was primarily due to lower operating results and a smallerlarger use of cash for working capital compared to the prior year period, partially offset by lower operating results.period. For the threesix months ended MarchJune 31,30, 2026, working capital increased $56.8$183.0 million compared to an increase of $204.4$112.4 million for the threesix months ended MarchJune 31,30, 2025. Receivables increased $73.9$149.0 million, primarily due to the timing of sales during the firstsecond quarter 2026 compared to the fourth quarter 2025. Inventories increased by $44.3$65.9 million, which reflects normal seasonal growth,growth. and accountsAccounts payable and accrued liabilities increased $62.7$42.5 million from December 31, 2025.2025, 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.

Capital spending was $43.7$72.7 million for the threesix months ended MarchJune 31,30, 2026, compared to $61.4$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. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2026 depreciation and amortization expense to be in the $475 million range.