OLIN Corp

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:

The Merger may not be completed on the currently anticipated timeline, or at all, and the Merger Agreement may be terminated in accordance with its terms.

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.

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.

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.

The pending Merger may adversely affect Olin’s business, operations and financial results, and the anticipated benefits of the Merger may not be realized.

The announcement and pendency of the Merger may create uncertainty among employees, customers, suppliers and other business partners and may adversely affect Olin’s ability to attract, retain and motivate key personnel, maintain commercial relationships and execute its business strategy. In addition, management is required to devote significant time and resources to merger-related matters, including regulatory approval efforts and integration planning activities, which may divert attention from day-to-day operations and other strategic opportunities.

Olin has incurred and expects to continue to incur significant transaction, advisory, legal, accounting, consulting, regulatory, retention and integration planning costs, many of which will be incurred regardless of whether the Merger is completed. Actual costs may exceed current estimates, and additional unanticipated costs may arise.

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.

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.