OLIN Corp

Overview

Net income (loss) for the three and nine months ended September 30, 2026 was $14.4 million and $(81.9) million, respectively, compared to $42.8 million and $42.9 million, for the prior year periods, respectively. The lower earnings for the three and nine months ended September 30, 2026 were primarily due to lower Chlor Alkali Products and Vinyls operating results, partially offset by improved operating results from our Epoxy and Winchester segments. Diluted net income (loss) per share was $0.13 and $(0.72) for the three and nine months ended September 30, 2026, respectively, compared to $0.37 for both prior year periods.

Chlor Alkali Products and Vinyls reported segment income of $71.3 million and $80.2 million for the three and nine months ended September 30, 2026, respectively. Segment results for the three and nine months ended September 30, 2026 were negatively impacted by $32.1 million and $72.2 million, respectively, from operating issues with the VCM plant at the Freeport, TX facility resulting in higher costs and reduced profit from lost sales. Chlor Alkali Products and Vinyls segment results for the three and nine months ended September 30, 2026 were impacted by lower sales volumes, higher raw material costs, primarily natural gas and electrical power costs, and lower operating costs as compared to the prior year comparable periods. The segment results for the three and nine months ended September 30, 2026 were also negatively impacted by a smaller benefit of production tax credits of $27.0 million and $12.1 million, respectively. In the third quarter of 2025, Olin determined that it qualified for the Section 45V clean hydrogen production tax credit under the Inflation Reduction Act (IRA) and recognized a pretax benefit of $32.0 million. The segment results for the nine months ended September 30, 2026 as compared to the prior year period also included lower product pricing and a $36.1 million charge associated with legacy litigation matters.

Epoxy repo rted segment income of $0.6 million and $13.7 million for the three and nine months ended September 30, 2026, respectively. Epoxy segment results for the three and nine months ended September 30, 2026 were higher than the comparable prior year periods primarily due to higher product pricing, increased volumes and lower operating costs, partially offset by higher raw material costs. 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 $33.8 million and $77.1 million for the three and nine months ended September 30, 2026, respectively. Winchester segment results for the three and nine months ended September 30, 2026 were higher than the comparable prior year periods 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.

Proposed Merger

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.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, 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 Merger, 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.

On August 25, 2026, the shareholders of Olin and stockholders of Huntsman each respectively approved the proposals necessary to complete the Merger. Additionally, the waiting period under the U.S. Hart-Scott-Rodino Act expired. The Merger is expected to close in the first quarter of 2027, subject to the receipt of required regulatory approvals and satisfaction of other customary closing conditions specified in the Merger Agreement.

For the three and nine months ended September 30, 2026, we incurred acquisition-related costs of $13.7 million and $24.3 million, respectively, which included costs associated with advisory, legal, accounting, and other professional fees.

On October 27, 2026, Olin executed a second amendment to its existing 2025 Senior Credit Facility (see definitions related to Olin’s existing 2025 Senior Credit Facility within Liquidity and Capital Resources), and as previously amended, the Senior Secured Credit Facility, which will provide for a $2,500.0 million senior secured credit facility (the OlinHuntsman Credit Facility) on the closing date of the Merger (the Closing Date), subject to consummation of the Merger and the satisfaction or waiver of certain customary closing conditions set forth in the second amendment. The OlinHuntsman Credit Facility provides OlinHuntsman with a new term loan facility with aggregate commitments of $750.0 million (OlinHuntsman Term Loan), which will replace our existing $650.0 million Secured Term Loan Facility, and a revolving credit facility with aggregate commitments of $1,750.0 million (OlinHuntsman Revolver), which will replace our existing $1,200 million Senior Secured Revolving Credit Facility and Huntsman’s existing revolving credit facility. The OlinHuntsman Term Loan requires principal amortization payments beginning with the first full fiscal quarter ending after the Closing Date, at a rate of 1.250% per quarter through the fiscal quarter that includes the fourth annual anniversary of the Closing Date, increasing to 1.875% per quarter thereafter until maturity. The OlinHuntsman Credit Facility is scheduled to mature on the date that is five years after the Closing Date.

The amendment requires that the obligations under the OlinHuntsman Credit Facility be guaranteed by certain of our subsidiaries, including certain subsidiaries of Huntsman. The obligations under the OlinHuntsman Credit Facility are also secured by first priority liens on certain assets of Olin and the guarantors, subject to customary exceptions.

Under the OlinHuntsman Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the OlinHuntsman Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms set forth in the OlinHuntsman Credit Facility for the prior fiscal quarter. The OlinHuntsman Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of secured debt to earnings before interest expense, taxes, depreciation and amortization (net leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverage ratio).

The OlinHuntsman Term Loan is expected to be fully drawn on the Closing Date. The proceeds of the OlinHuntsman Term Loan and of any revolving loans made on that date are expected to be used to refinance the loans and commitments outstanding under the Senior Secured Credit Facility, to repay all amounts outstanding under and terminate Huntsman’s existing revolving credit facility and to pay related fees and expenses.

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 nine months ended September 30, 2026, we had net borrowings of $185.3 million, with $170.0 million borrowed under our Senior Secured Revolving Credit Facility (defined within Liquidity and Capital Resources), which was partially used to satisfy the $109.7 million remaining principal amortization payments under the Secured Term Loan Facility (defined within Liquidity and Capital Resources).

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 utilized other trade authorities, including Section 301 investigations and related tariff actions, and additional changes to U.S. trade policy remain possible. While certain importers have pursued recovery claims related to previously assessed IEEPA duties, we have not experienced a material financial impact from such claims or recovery opportunities. We 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.