OLIN Corp

Cash Flow Data

Operating Activities

For the nine months ended September 30, 2026, net cash provided by operating activities decreased $83.3 million compared with the nine months ended September 30, 2025. The decrease was primarily due to lower operating results, partially offset by a smaller use of cash for working capital compared to the prior year period. For the nine months ended September 30, 2026, working capital increased $191.0 million compared to an increase of $264.9 million for the nine months ended September 30, 2025. Receivables increased $133.4 million, primarily due to the timing of sales during the third quarter 2026 compared to the fourth quarter 2025. Inventories increased by $81.0 million, which reflects normal seasonal growth. Accounts payable and accrued liabilities increased $5.6 million from December 31, 2025, which includes a decrease of approximately $114 million of previously accrued reserves for payments associated with a litigation matter discussed within Note 18 “Commitments and Contingencies,” of the notes to condensed financial statements.

Investing Activities

Capital spending was $106.6 million for the nine months ended September 30, 2026, compared to $163.5 million for the comparable period in 2025. For the full year 2026, we expect our capital spending to be in the $200 million range. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. We expect 2026 depreciation and amortization expense to be in the $470 million range.

On April 18, 2025, Olin acquired AMMO, Inc.’s small caliber ammunition manufacturing assets for total consideration of $55.8 million. The acquisition was financed with cash on hand.

Financing Activities

During the nine months ended September 30, 2026 and 2025, activity of our outstanding debt was as follows:

For the nine months ended September 30, 2026, we paid debt issuance costs of $2.1 million associated with the Senior Secured Credit Facility. For the nine months ended September 30, 2025, we paid debt issuance costs of $12.0 million associated with the 2033 Notes (as defined below) and the 2025 Senior Credit Facility (as defined below).

For the nine months ended September 30, 2025, 1.7 million shares of common stock were repurchased and retired at a total value of $40.4 million.

In connection with the continued cessation of our BWA 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.

We issued 0.2 million and less than 0.1 million shares representing stock options exercised for the nine months ended September 30, 2026 and 2025, respectively, with a total value of$3.0 million and $2.1 million, respectively.

The percentage of total debt to total capitalization increased to 63.7% as of September 30, 2026, from 60.2% as of December 31, 2025, as a result of lower shareholders’ equity, primarily due to our operating results, dividends paid, a distribution to our non-controlling interest, and a higher level of debt outstanding.

In the first three quarters of 2026 and 2025, we paid a quarterly dividend of $0.20 per share. Dividends paid for the nine months ended September 30, 2026 and 2025, were $68.3 million and $68.8 million, respectively.

The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

Liquidity and Other Financing Arrangements

Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Secured Revolving Credit Facility and our 2024 Receivables Financing Agreement (as defined below). Additionally, we believe that we have access to the high-yield debt and equity markets.

On March 14, 2025, Olin entered into a $1,850.0 million senior credit facility (2025 Senior Credit Facility), which increased the borrowing limit of our then-existing $1,550.0 million senior credit facility (2022 Senior Credit Facility) by $300.0 million and extended the maturity date from October 11, 2027 to March 14, 2030. The 2025 Senior Credit Facility includes a term loan facility with aggregate commitments of $650.0 million (2025 Term Loan Facility), which replaced Olin’s then-existing $350.0 million term loan facility (2022 Term Loan Facility), and a revolving credit facility with aggregate commitments of $1,200.0 million (2025 Revolving Credit Facility), which replaced Olin’s then-existing $1,200.0 million revolving credit facility (2022 Revolving Credit Facility).

On February 19, 2026, we executed an amendment to the 2025 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 Senior Secured Credit Facility maintained the 2025 Term Loan Facility, as amended (Secured Term Loan Facility, and collectively with the 2025 Term Loan Facility and the 2022 Term Loan Facility, the Term Loan Facilities), and the 2025 Revolving Credit Facility, as amended (Senior Secured Revolving Credit Facility, and collectively with the 2025 Revolving Credit Facility and 2022 Revolving Credit Facility, the Revolving Credit Facilities). The amendment required prepayment of all remaining scheduled principal amortization payments under the Secured Term Loan Facility, which we satisfied using $109.7 million of borrowings under the Senior Secured Revolving Credit Facility. . The maturity date for the Senior Secured Credit Facility remains March 14, 2030. At September 30, 2026, we had $170.0 million of borrowings and $0.4 million of letters of credit issued under our Senior Secured Revolving Credit Facility and $1,029.6 million of undrawn commitments.

The obligations under the Senior Secured Credit Facility are guaranteed by certain of our domestic subsidiaries. The obligations under the Senior Secured Credit Facility are also secured by liens on substantially all of Olin’s and the subsidiary guarantors’ personal property (Collateral), other than certain principal properties and capital stock of subsidiaries, and subject to certain other exceptions. The covenant relief period under the Senior Secured Credit Facility will end on the earlier of September 30, 2027 or a date on which Olin elects, upon at least five business days’ written notice, to terminate the covenant relief period, at which time substantially all guarantees under the Senior Secured Credit Facility and liens on Collateral will be released automatically.

Under the Senior Secured Credit Facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the Senior Secured Credit Facility is based on a pricing grid which is dependent upon the net leverage ratio as calculated under the terms of the applicable facility for the prior fiscal quarter. The Senior Secured Credit Facility includes various customary restrictive covenants, including restrictions related to the ratio of consolidated total debt, net of unrestricted cash and cash equivalents, 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 calculation of consolidated total debt in our net leverage ratio excludes borrowings under the 2024 Receivables Financing Agreement (as defined below), up to a maximum of $425.0 million.

On March 14, 2025, Olin issued $600.0 million aggregate principal amount of 6.625% senior notes due April 1, 2033 (2033 Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. Interest on the 2033 Notes is paid semi-annually on April 1 and October 1.

Proceeds from the 2033 Notes, together with borrowings under the 2025 Senior Credit Facility, were used to redeem the $108.6 million 9.50% senior notes due 2025 (2025 Notes), redeem the $500.0 million 5.125% senior notes due 2027 (2027 Notes), refinance the then-existing 2022 Senior Credit Facility, comprised of $505.0 million of borrowings under the 2022 Revolving Credit Facility and $332.5 million of borrowings under the 2022 Term Loan Facility, and pay related fees and expenses.

As of September 30, 2026, no event of default had occurred under any of our outstanding debt agreements that would permit the acceleration of the debt if not cured, and we were in compliance with all covenants and restrictions under all our outstanding debt agreements. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Secured Revolving Credit Facility and the 2024 Receivables Financing Agreement (as defined below). As of September 30, 2026, there were no covenants or other restrictions that limited our ability to borrow.

We maintain a $500.0 million receivables financing agreement (2024 Receivables Financing Agreement) that is scheduled to mature on November 19, 2027. Under the 2024 Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the 2024 Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the Senior Secured Credit Facility. As of September 30, 2026, we had $465.0 million drawn under the 2024 Receivables Financing Agreement, $662.2 million of our trade receivables were pledged as collateral and we had $34.0 million of additional borrowing capacity, which was limited by our borrowing base.

At September 30, 2026, we had total letters of credit of $168.2 million outstanding, of which $0.4 million were issued under our Senior Secured Revolving Credit Facility. The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.

Our current debt structure is used to fund our business operations. As of September 30, 2026, we had long-term borrowings, including current installments, of $3,013.1 million, of which $1,246.1 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs of $17.6 million as of September 30, 2026.

We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our Senior Secured Revolving Credit Facility and 2024 Receivables Financing Agreement, we have the ability to access sufficient liquidity to meet our short-term and long-term needs, to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios and other covenants and restrictions in our debt agreements.

On December 11, 2024, our Board of Directors approved a share repurchase program with a $1.3 billion authorization (2024 Repurchase Authorization). The Board of Directors previously authorized share repurchases with a $2.0 billion authorization on July 28, 2022 (2022 Repurchase Authorization). The 2024 Repurchase Authorization and 2022 Repurchase Authorization will terminate upon the purchase of $1.3 billion and $2.0 billion of common stock, respectively.

As of September 30, 2026, a cumulative total of 27.4 million shares of common stock have been repurchased and retired at a total value of $1,351.1 million under the 2022 Repurchase Authorization program, and $1,948.9 million of common stock remained authorized to be repurchased under the 2022 Repurchase Authorization and 2024 Repurchase Authorization programs.

We have registered the sale of an undetermined number of securities with the SEC, so that, from time-to-time, we may issue, offer and sell debt securities, preferred stock, common stock and/or warrants to purchase any such securities pursuant to a registration statement.

Credit Ratings

We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody’s Investors Service (Moody's) and Standard & Poor's (S&P). The following table summarizes our credit ratings as of September 30, 2026:

Following the announcement of the Merger, each of the credit rating agencies published updated reports on the Company’s credit ratings. On June 17, 2026, Fitch revised its outlook from Negative to Rating Watch Positive, Moody’s affirmed Olin’s Ba2 rating and maintained its Negative outlook, and S&P revised its outlook from Negative to Credit Watch Developing.

Contractual Obligations

Purchasing commitments are utilized in our normal course of business for our projected needs. We have supply contracts with various third parties for certain raw materials including ethylene, electricity, propylene and benzene. These agreements are maintained through long-term cost-based contracts that provide us with a reliable supply of key raw materials. There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, other than those which occur in the ordinary course of business.

Critical Accounting Estimates

Refer to “Critical Accounting Estimates” contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a complete discussion of our critical accounting estimates. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended December 31, 2025.

New Accounting Pronouncements

Discussion of new accounting pronouncements can be referred to under Item 1, within Note 2, “Recent Accounting Pronouncements”of the notes to condensed financial statements.