OLIN Corp

Previous wording

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. For additional information regarding the merger, please see our Current Report on Form 8-K filed on June 16, 2026 and our Registration Statement on Form S-4/A filed on July 10, 2026 (the Registration Statement) and declared effective by the SEC on July 13, 2026. In addition to the risks we identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, we have identified the following risks related to the pending merger:

Current wording

On June 15, 2026, Olin entered into a definitive agreement (the Merger Agreement) with Huntsman Corporation (Huntsman) to combine in an all-stock merger of equals transaction (the Merger) to form a combined company, OlinHuntsman Corporation. For additional information regarding the Merger, please see our Current Report on Form 8-K filed on June 16, 2026, our Registration Statement on Form S-4/A filed on July 10, 2026 (the Registration Statement) and declared effective by the SEC on July 13, 2026, and our Current Report on Form 8-K filed on August 18, 2026. In addition to the risks we identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, we have identified the following risks related to the pending Merger:

Previous wording

Completion of the merger remains subject to the satisfaction or waiver of customary closing conditions, including approval by Olin shareholders and Huntsman stockholders, receipt of required regulatory approvals and the satisfaction of other conditions specified in the Merger Agreement.

Current wording

Completion of the Merger remains subject to the satisfaction or waiver of customary closing conditions, receipt of required regulatory approvals and the satisfaction of other conditions specified in the Merger Agreement.

Previous wording

There can be no assurance that all required conditions will be satisfied (or waived) on a timely basis or at all, or that the merger will be completed on the currently anticipated timeline. Delays in obtaining regulatory approvals, litigation relating to the transaction, the imposition of conditions, limitations, divestiture requirements or other remedies by governmental authorities, or the failure to satisfy other closing conditions could delay or prevent completion of the merger. In addition, the Merger Agreement may be terminated under specified circumstances, and Olin could be required to pay a termination fee of $121 million or reimburse certain expenses of Huntsman in an amount up to $30 million.

Current wording

There can be no assurance that all required conditions will be satisfied (or waived) on a timely basis or at all, or that the Merger will be completed on the currently anticipated timeline. Delays in obtaining regulatory approvals, litigation relating to the Merger, the imposition of conditions, limitations, divestiture requirements or other remedies by governmental authorities, or the failure to satisfy other closing conditions could delay or prevent completion of the Merger. Purported shareholders of Olin and stockholders of Huntsman have filed lawsuits relating to the Merger, and additional lawsuits may be filed. In addition, the Merger Agreement may be terminated under specified circumstances, and Olin could be required to pay a termination fee of $121 million.

Previous wording

If the merger is delayed or not completed, Olin may not realize the anticipated strategic, operational and financial benefits of the transaction, including expected synergies and other efficiencies, and Olin’s business, financial condition, results of operations and cash flows could be adversely affected.

Current wording

If the Merger is delayed or not completed, Olin may not realize the anticipated strategic, operational and financial benefits of the Merger, including expected synergies and other efficiencies, and Olin’s business, financial condition, results of operations and cash flows could be adversely affected.

Previous wording

Further, the Merger Agreement contains customary covenants that restrict Olin’s 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.

Current wording

Further, the Merger Agreement contains customary covenants that restrict Olin’s 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 Merger.

Previous wording

Even if the merger is completed, there can be no assurance that the anticipated strategic benefits, operational efficiencies, cost savings and other synergies expected from the transaction will be realized within the anticipated timeframe or at all. If the merger is delayed, not completed or the anticipated benefits of the transaction are not realized, Olin’s business, financial condition, results of operations and cash flows could be adversely affected.

Current wording

Even if the Merger is completed, there can be no assurance that the anticipated strategic benefits, operational efficiencies, cost savings and other synergies expected from the Merger will be realized within the anticipated timeframe or at all. If the Merger is delayed, not completed or the anticipated benefits of the Merger are not realized, Olin’s business, financial condition, results of operations and cash flows could be adversely affected.