OLIN Corp

During the three months ended December 31, 2025, no director or officer of Olin adopted orterminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

First Amendment to Credit Agreement

On February 19, 2026, Olin executed an Amendment (the “First Amendment”) to the Credit Agreement dated as of March 14, 2025 (as amended by the First Amendment, the “Amended Credit Agreement”), by and among Olin, the lenders from time to time party thereto, the issuing banks from time to time party thereto and Bank of America, N.A., in its capacity as administrative agent, to, among other things, provide Olin with greater flexibility under the financial maintenance covenants of the Amended Credit Agreement. The First Amendment also provides for two additional increased pricing levels applicable to drawn and undrawn amounts under the credit facilities under the Amended Credit Agreement if Olin’s leverage ratio exceeds specified ratios. Olin also repaid $109.7 million of the term loan facility thereunder with the proceeds of a borrowing under the revolving credit facility.

The First Amendment requires that Olin’s obligations under the Amended Credit Agreement, certain cash management arrangements and hedging arrangements, certain letter of credit reimbursement facilities and certain other specified obligations be guaranteed by certain of its material domestic subsidiaries, and that such obligations also be secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property, other than certain principal properties, capital stock of subsidiaries and subject to certain other exceptions.

The First Amendment provides that all guarantees under the Amended Credit Agreement and liens on the collateral will be released upon the earlier of (a) September 30, 2027 and (b) Olin’s election, upon at least five business days’ notice, to terminate the covenant relief period (the period from the effectiveness of the First Amendment until such earlier date is referred to herein as the “Covenant Relief Period”).

The First Amendment relaxes the financial maintenance covenants that Olin must comply with by (a) reducing the minimum consolidated interest coverage ratio covenant during the Covenant Relief Period, (b) increasing the maximum consolidated net leverage ratio covenant during the Covenant Relief Period and (c) adjusting the calculation of the EBITDA and debt components that form the basis of determining Olin’s compliance with the foregoing financial maintenance covenants.

The First Amendment (i) limits Olin’s ability to incur debt, (ii) limits its ability to pay dividends or distributions in excess of its regularly scheduled dividends, (iii) limits its ability to engage in certain asset sales and (iv) requires that the net cash proceeds of certain asset sales be used to prepay funded loans under the term loan facility, in each case subject to exceptions and baskets as specified in the First Amendment and solely during the Covenant Relief Period.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.31 and which is incorporated by reference herein.

Fourteenth Amendment to Amended and Restated Credit and Funding Agreement

On February 19, 2026, Olin executed a Fourteenth Amendment (the “Fourteenth Amendment”) to the Amended and Restated Credit and Funding Agreement dated as of December 9, 2010, among Olin, the lenders thereunder, and PNC Bank, National Association, as administrative agent, related to The Industrial Development Authority of Washington County Series 2010A bonds, The Industrial Development Authority of Washington County Series 2010B bonds, The Mississippi Business Finance Corporation Series 2010 bonds and The Industrial Development Board of the County of Bradley and the City of Cleveland, Tennessee Series 2010 bonds to provide the lenders thereunder with equal and ratable guarantees and collateral and to amend certain covenants, definitions and pricing terms to be consistent with the covenants, definitions and pricing terms contained in the Amended Credit Agreement described in Item 9B.

The foregoing description of the Fourteenth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourteenth Amendment, which is attached hereto as Exhibit 4.22 and which is incorporated by reference herein.

Performance Share Program

Effective February 18, 2026, the Compensation Committee of the Board of Directors of Olin adopted an updated Performance Share Program that replaces the net income performance metric with adjusted EBITDA and includes total shareholder return performance as a modifier in determining payouts under the plan. These changes will be effective beginning with performance share grants in 2026. The updated Olin Corporation Performance Share Program is qualified in its entirety by reference to the full text of such document which is filed herewith as Exhibit 10.18 to this report.