OLIN Corp

Overview

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 $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.

Liquidity

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 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

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 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.

Additionally, although Winchester procures the majority of metals domestically, we have realized price inflation that we believe is partially tariff‑driven for the domestic supply of copper, steel, and tungsten products. Winchester has also experienced secondary effects from suppliers consuming tariff‑impacted metals in their end products. Winchester continuously monitors market trends and works to mitigate those and other cost increases through economies of scale in procurement and efficient sourcing practices.

Middle East Conflict

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. 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.

Other Items

On September 18, 2025, we announced a mutual decision with Mitsui & Co., Ltd. (Mitsui) to end our joint venture, Blue Water Alliance (BWA), by the end of 2025. This decision was made to evolve our EDC participation by emphasizing longer-term structural opportunities that enhance value and optionality. In connection with the continued cessation of the 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.