Olin Corp【OLN】株式ニュース

OLIN and HUNTSMAN Announce Transformative Merger of Equals to Create a $12+ Billion Integrated North American Chemicals LeaderJune 16, 2026 6:00 AM
PR Newswire (US) Complementary upstream and downstream capabilities to enhance integration and enable the combined company to better create value across cycles, products and regions $400+ million of identified and actionable cost synergies and integration benefits Enhanced financial profile and cost position expected to provide greater performance through the cycle, cash flow generation and growth optionality Ken Lane to serve as Chief Executive Officer and Peter Huntsman to serve as non-executive Chairman of the Board of Directors of the combined company Joint investor call and webcast scheduled for June 16, 2026 at 8:00 a.m. Eastern TimeCLAYTON, Missouri and THE WOODLANDS, Texas, June 16, 2026 /PRNewswire/ -- Olin Corporation (NYSE: OLN) and Huntsman Corporation (NYSE: HUN) today announced that they have entered into a definitive agreement to combine in an all-stock merger of equals to create a leading North American chemicals company. The transaction is expected to generate significant value for shareholders of both companies, with more than $400 million in total identified cost synergies and integration benefits. The combined organization, which will be renamed OlinHuntsman Corporation ("OlinHuntsman") following the close of the transaction, will benefit from enhanced scale, scope and expanded chlorine optionality, enabling it to create value across markets and cycles. The vertical integration of Olin and Huntsman's highly complementary upstream and downstream businesses brings together cost-advantaged North American assets and feedstocks with differentiated formulations and high-value advanced materials. From its global manufacturing platform, OlinHuntsman will deliver to diverse and growing end markets including automotive, construction and infrastructure, and industrial applications. OlinHuntsman will have a structurally lower cost position and an expanded ability to convert advantaged Electrochemical Units production into downstream materials, unlocking more opportunities to grow."This combination provides a compelling opportunity for Olin and Huntsman to create a more resilient and value-focused chemicals company anchored in North America," said Ken Lane, President and Chief Executive Officer of Olin. "Huntsman has built an impressive portfolio of polyurethane systems, formulation technologies and advanced materials serving technical, application-driven end markets. By integrating those capabilities with Olin's world-scale chemicals assets and operations and identified synergies and benefits, we will create an industry leader with greater flexibility to serve customers across the value chain, generate stronger cash flow across the cycle and pursue opportunities that neither business could fully capture on its own. I'm excited by the opportunity to lead OlinHuntsman and deliver long-term value for our shareholders, customers, employees and communities.""As our industry continues to globalize, we compete more today against countries, than companies, trade policies and global supply chains than ever before," said Peter Huntsman, Chairman, President and Chief Executive Officer of Huntsman. "The opportunities this merger creates enable us to generate greater value for our shareholders, deliver exceptional service and products for our customers and provide greater stability and opportunities for our associates. This merger of equals takes two great companies and creates a much stronger global leader."Strategic and Financial RationaleCreates a $12B+ North American Chemicals Leader. Together Olin and Huntsman would have 2025 revenue of approximately $12.5 billion on a combined company basis. Complementary portfolios and enhanced geographic footprint, including a significant presence in the U.S. Gulf Coast, will position OlinHuntsman to capitalize on regional sector dynamics. This, along with its presence in Europe and Asia, will enable it to better serve customers across key markets. Olin's ammunition business, Winchester, will continue to operate as a key business within the combined company, growing its industry-leading brand and deepening its long-term relationships with sporting, law enforcement and military customers.Vertical Integration Improves Cost Position. The transaction will combine Olin's manufacturing and feedstock capabilities, including chlorine and caustic soda, with Huntsman's downstream products and formulation expertise. This platform will enable OlinHuntsman to grow with customers at multiple points in the value chain, utilize lower-cost producer economics to drive value globally and improve margins and cash flow through a more efficient operating model.$400M+ Cost Synergies and Integration Benefits. Olin and Huntsman have identified more than $300 million of cost synergies and integration benefits, with the vast majority realized within 24 months and all expected by the end of year three. These synergies will be driven by purchasing and raw material integration, optimization of operations and SG&A savings. The companies have also identified an additional $100 million of raw material integration benefits starting in 2031. In addition to the $400M+ synergies, OlinHuntsman expects to realize approximately $125 million of cash tax benefits through the acceleration of Net Operating Losses.Enhanced Scale and Disciplined Capital Allocation Drive Shareholder Value. The all-stock merger of equals structure will preserve balance sheet strength, and the combination is expected to improve earnings and cash flow generation through the cycle. OlinHuntsman will prioritize disciplined capital allocation focused on deploying maintenance capital to support safe and reliable operations, a stable dividend policy, near-term deleveraging and the deployment of future excess cash toward shareholder returns and high-return organic and inorganic growth projects.Leadership, Governance and HeadquartersThe combined company will benefit from a highly experienced management team and Board of Directors, drawing from both organizations. Upon closing of the transaction, current Olin President and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman's Board of Directors. Current Huntsman Executive Vice President and Chief Financial Officer, Phil Lister, will serve as the Chief Financial Officer of the combined company.OlinHuntsman's Board of Directors will consist of ten members, with equal representation from Olin and Huntsman, including Peter Huntsman and Ken Lane.To underscore the commitment to deliver on the identified synergies, Todd Slater, current Senior Vice President and Chief Financial Officer of Olin, will serve as Chief Integration Officer of OlinHuntsman, reporting to the Chief Executive Officer. A Strategic Integration Committee of OlinHuntsman's Board of Directors will oversee the integration and synergy realization.Upon closing of the transaction, OlinHuntsman will be headquartered in The Woodlands, Texas.Transaction DetailsUnder the terms of the agreement, Huntsman shareholders will receive 0.5476 shares in Olin for every one (1) share of Huntsman. Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company.Peter Huntsman further stated, "Ken and I agreed to use an at-the-market exchange ratio using volume-weighted average prices over the trailing 30 days, measured as of the close of June 12, 2026. This delivers a premium to Huntsman's shareholders relative to the historical averages while reflecting current market conditions. It is also equitable for Olin's shareholders, smoothing out share price movements from last week's trading. Looking ahead, our shared focus is on capturing the significant long-term value this transaction creates for both sets of shareholders."The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olin's shareholders and Huntsman's shareholders.AdvisorsLazard is serving as financial advisor to Olin, and Cravath, Swaine & Moore LLP and Sidley Austin LLP are serving as legal counsel.Citi and Morgan Stanley & Co. LLC are acting as financial advisors to Huntsman and Kirkland & Ellis LLP is serving as legal counsel. David Fox & Co. LLC acted as advisor to Huntsman.Conference Call and Additional MaterialsOlin and Huntsman will host a joint investor conference call today at 8:00 a.m. Eastern Time to discuss the transaction.The conference call will be available via live webcast on the investor relations section of each company's website at www.olin.com/investors/investors-overview/ and www.huntsman.com/investors, or directly at the following web address:https://event.on24.com/wcc/r/5394127/E052E3C66157E626B1E63E314E310A1E.Associated presentation materials will also be available for viewing on the respective websites prior to the call.The conference call can also be accessed by dialing:Participant Toll-Free Number:800-420-1459Participant Direct/International Number:203-518-9861Conference ID:OLNHUNAbout OlinOlin Corporation is a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach, hydrogen, and hydrochloric acid. Winchester's principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, industrial cartridges, and clay targets.Visit www.olin.com for more information on Olin Corporation.About HuntsmanHuntsman Corporation is a publicly traded global manufacturer and marketer of diversified chemical products with 2025 revenues of approximately $6 billion from our continuing operations. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 55 manufacturing, R&D and operations facilities in approximately 25 countries and employ approximately 6,000 associates within our continuing operations. For more information about Huntsman, please visit the company's website at www.huntsman.com.Social Media:
X: www.x.com/Huntsman_Corp
Facebook: www.facebook.com/huntsmancorp
LinkedIn: www.linkedin.com/company/huntsmanAdditional Information and Where to Find ItThis communication may be deemed to be solicitation material in respect of the proposed transaction between Olin Corporation ("Olin") and Huntsman Corporation ("Huntsman"). In connection with the proposed transaction, Olin and Huntsman intend to file relevant materials with the United States Securities and Exchange Commission (the "SEC"), including, among other filings, an Olin registration statement on Form S-4 in connection with the proposed issuance of shares of Olin's common stock pursuant to the proposed transaction, which Form S-4 will include a joint proxy statement/prospectus of Olin and Huntsman, which after the registration statement is declared effective by the SEC, will be mailed to shareholders of Olin and stockholders of Huntsman seeking their approval of their respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF OLIN AND HUNTSMAN ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This communication is not a substitute for the registration statement, the joint proxy statement/prospectus or any other document that Olin or Huntsman may file with the SEC and send to their respective shareholders and stockholders in connection with the proposed transaction. Investors and securityholders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus, as each may be amended or supplemented from time to time, and other relevant documents filed with the SEC by Olin and Huntsman (when they become available) from the SEC's website at www.sec.gov, on Olin's website at www.olin.com under the tab "Investors" and under the heading "SEC Filings" and on Huntsman's website at www.huntsman.com under the tab "Investors" and under the heading "Financials" and subheading "SEC filings."Participants in the SolicitationOlin, Huntsman, their respective directors, executive officers and certain other members of management and employees, under SEC rules, may be deemed to be "participants" in the solicitation of proxies from Olin's shareholders and Huntsman's stockholders in connection with the proposed transaction. Information about Olin's directors and executive officers is set forth in Olin's Proxy Statement on Schedule 14A for its 2026 Annual Meeting of shareholders, which was filed with the SEC on March 20, 2026, its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 20, 2026, its Current Report on Form 8-K, which was filed with the SEC on April 30, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on March 20, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 5, 2026, May 19, 2026 and June 3, 2026. Information about Huntsman's directors and executive officers is set forth in the Huntsman Proxy Statement on Schedule 14A for its 2026 Annual Meeting of stockholders, which was filed with the SEC on March 16, 2026, its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 18, 2026, its Current Report on Form 8-K, which was filed with the SEC since May 1, 2026, and subsequent statements of changes in beneficial ownership on file with the SEC, including the Initial Statement of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 on file with the SEC, including filings made on June 3, 2026.Additional information concerning the interests of potential participants in the solicitation of proxies in connection with the proposed transaction, which may, in some cases, be different than those of Olin's shareholders or Huntsman's stockholders generally, will be set forth in the registration statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the proposed transaction. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from the Olin or Huntsman websites described above.No Offer or SolicitationThis communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.Cautionary Statement Regarding Forward-Looking StatementsThis communication contains "forward-looking statements". These statements relate to analyses and other information that are based on management's current beliefs, certain assumptions and forecasts made by management, and current expectations, estimates and projections. Such forward-looking statements include statements regarding the proposed combination between Olin and Huntsman, the future results of the combined company and the benefits anticipated to be realized from the proposed combination, the impact of the proposed transaction on the combined company's business, projections as to the amount and timing of synergies and the closing date for the proposed transaction, and other uncertainties and contingencies in connection with the foregoing. The statements contained in this communication that are not statements of historical facts may include "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. We have used the words "anticipate," "intend," "may," "expect," "believe," "should," "plan," "outlook," "project," "estimate," "forecast," "optimistic," "target" and variations of such words and similar expressions in this communication to identify such forward-looking statements.The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from these forward-looking statements. Risks and uncertainties include, but are not limited to: (i) the risk that the proposed transaction may not achieve some or all of the anticipated benefits and that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approvals of the proposed transaction by Olin's shareholders or Huntsman's stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals may be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (vi) the effect of the announcement or pendency of the proposed transaction on Olin's or Huntsman's ability to attract, motivate or retain key executives and associates, their ability to maintain relationships with customers, vendors, service providers and others with whom they do business, or their operating results and business generally; (vii) risks related to the proposed transaction diverting management's attention from Olin's and Huntsman's ongoing business operations; (viii) the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; (ix) business, industry and operational risks applicable to Olin and/or Huntsman, including (a) sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by Olin and/or Huntsman; (b) declines in average selling prices for Olin's and/or Huntsman's products and the supply/demand balance for Olin's and/or Huntsman's products, including the impact of excess industry capacity; (c) unsuccessful execution of Olin's and/or Huntsman's operating models; (d) failure to control costs and inflation impacts or failure to achieve targeted cost reductions; (e) availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics; (f) Olin's and/or Huntsman's reliance on a limited number of suppliers for specified feedstock and services and their reliance on third-party transportation; (g) the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards; (h) exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events; (i) the failure or an interruption, including cyber-attacks, of Olin's and/or Huntsman's information technology systems, including risks from the rapid evolution and increased adoption of artificial intelligence technologies that may intensify cybersecurity risks and enable new or augment existing attack techniques and the potential for intellectual property infringement or unintentional disclosure of proprietary or confidential information through artificial intelligence tools; (j) risks associated with Olin's and/or Huntsman's international sales and operations, including economic, political or regulatory changes; (k) weak industry conditions affecting Olin's and/or Huntsman's ability to comply with the financial maintenance covenants in its debt agreements; (l) Olin's and/or Huntsman's indebtedness and debt service obligations; (m) failure to identify, attract, develop, retain and motivate qualified employees throughout the respective organizations and ability to manage executive officer and other key senior management transitions; (n) adverse conditions in the credit and capital markets, limiting or preventing Olin's and/or Huntsman's ability to borrow or raise capital; (o) Olin's and/or Huntsman's inability to complete future acquisitions or joint venture transactions or successfully integrate them into the business; (p) the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, Olin's and/or Huntsman's pension plans; (q) Olin's and/or Huntsman's long-range plan assumptions not being realized, causing a non-cash impairment charge of long-lived assets; (r) exposure to risks associated with the creditworthiness of Olin's and/or Huntsman's key suppliers, customers and business partners and reductions in demand for their customers' products; (s) failure to develop new products, processes or applications, or failure to keep pace with evolving technological innovations in end-use markets; (t) inability to protect patents and trade secrets or enforce intellectual property rights, particularly in countries where effective intellectual property laws and judicial systems may be unavailable; (u) conflicts, military actions, terrorist attacks, political events, public health crises and general instability, along with increased security regulations, that could adversely affect Olin and/or Huntsman's business; and (v) legal, environmental and regulatory risks, including (a) changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding Olin's and/or Huntsman's ability to manufacture or use certain products and changes within the international markets in which Olin and/or Huntsman operate; (b) new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; (c) unexpected outcomes from legal or regulatory claims and proceedings; (d) costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings; (e) various risks associated with Olin's Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts and (f) compliance with data privacy regulations, including the General Data Protection Regulation (GDPR) and other applicable data privacy laws, which could result in substantial fines, penalties and legal liability.All of Olin's and Huntsman's forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to Olin or Huntsman or that Olin or Huntsman consider immaterial could affect the accuracy of the forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond the control of Olin and/or Huntsman. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. A further list and descriptions of these risks, uncertainties, and other factors can be found in Olin's filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the website maintained by the SEC at http://www.sec.gov, https://olin.com or on request from Olin and in Huntsman's filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available at the website maintained by the SEC at http://www.sec.gov, https://www.huntsman.com or on request from Huntsman. Any forward-looking statement made in this release speaks only as of the date of this communication. Neither Olin nor Huntsman undertake any obligation to update publicly any forward-looking statements, or any other information in this release whether as a result of future events, new information or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.Important Note about Combined and Non-GAAP Financial InformationThe financial information for the combined businesses of Olin and Huntsman is based on management's estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Olin or Huntsman. These measures are provided for illustrative purposes and are based on an arithmetic sum of the relevant historical financial measures of Olin and Huntsman. These measures do not reflect what the combined company's financial condition or results of operations would have been had the proposed transaction occurred on or prior to the dates indicated. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks described above and in each of Olin's and Huntsman's respective filings with the SEC.This communication also includes certain financial measures not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), such as adjusted EBITDA, combined adjusted EBITDA, combined sales, synergies and integration benefits. Non-GAAP financial measures have limitations as an analytical tool and are not meant to be considered in isolation from, or as a substitute for, the comparable GAAP measures. There are limitations to non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. Olin and Huntsman caution you not to place undue reliance on these non-GAAP financial measures.For a definition of Olin's and Huntsman's respective adjusted EBITDA and a reconciliation of adjusted EBITDA to the most comparable GAAP financial measure for 2025, please see Olin's Current Report on Form 8-K filed with the SEC on January 29, 2026 and Huntsman's Current Report on Form 8-K filed with the SEC on February 18, 2026. View original content to download multimedia:https://www.prnewswire.com/news-releases/olin-and-huntsman-announce-transformative-merger-of-equals-to-create-a-12-billion-integrated-north-american-chemicals-leader-302801469.htmlSOURCE Olin Corporation; Huntsman Corporation Original: OLIN and HUNTSMAN Announce Transformative Merger of Equals to Create a $12+ Billion Integrated North American Chemicals Leader

Olin Announces Fourth Quarter 2025 ResultsJanuary 29, 2026 4:05 PM
PR Newswire (US)

HighlightsFourth quarter 2025 net loss of ($85.7) million, or ($0.75) per diluted shareQuarterly adjusted EBITDA of $67.7 millionYear-end 2025 net debt comparable to year-end 2024CLAYTON, Mo., Jan. 29, 2026 /PRNewswire/ -- Olin Corporation (NYSE: OLN) announced financial results for the fourth quarter ended December 31, 2025. Fourth quarter 2025 reported net loss was ($85.7) million, or ($0.75) per diluted share, which compares to fourth quarter 2024 reported net income of $10.7 million, or $0.09 per diluted share. Fourth quarter 2025 adjusted EBITDA of $67.7 million excludes depreciation and amortization expense of $125.7 million and restructuring charges of $19.1 million. Fourth quarter 2024 adjusted EBITDA was $193.4 million. Sales in the fourth quarter 2025 were $1,665.1 million, compared to $1,671.3 million in the fourth quarter 2024. Full year 2025 reported net loss was ($42.8) million, or ($0.37) per diluted share, which compares to full year 2024 reported net income of $108.6 million, or $0.91 per diluted share.

Ken Lane, President and Chief Executive Officer, said, "During the fourth quarter, we experienced continued headwinds related to the trough market environment exacerbated by customer destocking as well as planned maintenance turnarounds and unplanned operating events. Despite that, we remain committed to executing our value-first commercial approach and are focused on our Optimize the Core strategic priorities: operating safely and reliably, delivering our Beyond250 structural cost reductions and maximizing cash generation. We have begun to see benefits from our Beyond250 initiative, realizing a $44 million reduction in structural costs in 2025. As a result of proactive actions taken, we generated $321.2 million of operating cash flow in fourth quarter 2025 and ended the year with net debt comparable to year-end 2024."Operational challenges and weaker than expected chlorine demand impacted our Chlor Alkali Products and Vinyls segment fourth quarter 2025 performance. Our Chlor Alkali Products and Vinyls business remains committed to maintaining our operating discipline and preserving our Electrochemical Unit (ECU) values in the current trough environment."Lane continued, "Although global epoxy demand remains challenged, as one of the last integrated and lowest cost epoxy producers, we have grown our participation in the United States and European epoxy markets, despite continued market saturation from subsidized Asian competitors. We also continue to grow sales of our formulated solutions products. Given these results, in combination with the benefits from our new Stade, Germany supply agreement and our on-going Beyond250 initiative to reduce structural costs, including the recent decision to close our Guarujá, Brazil Epoxy production site, we anticipate our Epoxy business will return to profitability in 2026."Winchester's fourth quarter 2025 efforts to right-size inventories in the value chain have accelerated channel destocking. Winchester continues to experience rising raw material costs, including copper, brass, and propellant. To help mitigate these significant cost pressures, Winchester is implementing increased commercial ammunition pricing for the first quarter 2026. Our military business continues to deliver strong growth." Commenting on Olin's outlook for first quarter 2026, Lane continued, "As a result of upcoming sequentially higher planned maintenance turnaround costs and higher raw material costs, including increased electrical power costs, we expect first quarter 2026 results from our Chemicals businesses to be lower than fourth quarter 2025. In our Winchester business, as commercial customer inventories become more normalized, we expect our first quarter 2026 results to modestly increase from fourth quarter 2025. Overall, we expect Olin's first quarter 2026 adjusted EBITDA to be lower than fourth quarter 2025 levels."SEGMENT REPORTINGOlin defines segment earnings as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income, and income taxes, and includes the results of non-consolidated affiliates in segment results consistent with management's monitoring of the operating segments.CHLOR ALKALI PRODUCTS AND VINYLSChlor Alkali Products and Vinyls sales for the fourth quarter 2025 were $856.4 million, compared to $953.7 million in the fourth quarter 2024. The decrease in sales was primarily due to lower pricing, partially offset by higher volumes. Fourth quarter 2025 segment loss was ($14.7) million, compared to segment earnings of $75.2 million in the fourth quarter 2024. The $89.9 million decrease in segment earnings was primarily due to lower pricing and higher operating costs, primarily from unabsorbed fixed costs incurred from production disruptions and planned maintenance turnarounds, partially offset by higher volumes and decreased costs associated with products purchased from other parties. Chlor Alkali Products and Vinyls fourth quarter 2025 results included depreciation and amortization expense of $101.1 million compared to $105.5 million in the fourth quarter 2024.EPOXYEpoxy sales for the fourth quarter 2025 were $359.3 million, compared to $282.2 million in the fourth quarter 2024. The increase in sales was primarily due to higher volumes. Fourth quarter 2025 segment loss was ($19.2) million, compared to segment loss of ($27.4) million in the fourth quarter 2024. The $8.2 million increase in segment results was due to higher volumes and a favorable product mix, partially offset by higher operating costs, primarily from planned maintenance turnarounds. Product margins were comparable year over year. Epoxy fourth quarter 2025 results included depreciation and amortization expense of $12.6 million compared to $13.1 million in the fourth quarter 2024.WINCHESTERWinchester sales for the fourth quarter 2025 were $449.4 million, compared to $435.4 million in the fourth quarter 2024. Sales were comparable as higher military sales and military project revenue were offset by lower commercial ammunition sales. Fourth quarter 2025 segment earnings were $0.6 million, compared to $42.0 million in the fourth quarter 2024. The $41.4 million decrease in segment earnings was primarily due to lower commercial ammunition pricing and shipments and higher operating and raw material costs, including propellant and commodity metal costs. Winchester fourth quarter 2025 results included depreciation and amortization expense of $9.0 million compared to $9.1 million in the fourth quarter 2024.CORPORATE AND OTHER COSTSOther corporate and unallocated costs in the fourth quarter 2025 were $1.5 million lower than the fourth quarter 2024 as lower legal and legal-related settlement costs, were partially offset by higher incentive costs, including mark-to-market adjustments on stock-based compensation.RESTRUCTURING CHARGESRestructuring charges in the fourth quarter of 2025 included a charge of $9.6 million, including a $4.1 million non-cash asset impairment charge, for the planned closure of our epoxy resin manufacturing facility in Guarujá, Brazil in the first quarter 2026. Olin expects to realize structural cost savings of approximately $10 million annually, while continuing to serve our Brazilian epoxy customers. LIQUIDITY AND SHARE REPURCHASESThe cash balance on December 31, 2025, was $167.6 million. Olin ended the fourth quarter 2025 with net debt of approximately $2.7 billion and a net debt to adjusted EBITDA ratio of 4.1 times. On December 31, 2025, Olin had available liquidity of approximately $1.0 billion.During fourth quarter 2025, approximately 0.5 million shares of common stock were repurchased at a cost of $10.1 million. During 2025, approximately 2.2 million shares of common stock were repurchased at a cost of $50.5 million. On December 31, 2025, Olin had approximately $1.9 billion available under its share repurchase authorizations.CONFERENCE CALL INFORMATIONOlin senior management will host a conference call to discuss fourth quarter 2025 financial results at 9:00 a.m. Eastern Time on Friday, January 30, 2026. Remarks will be followed by a question-and-answer session. Associated slides, which will be available the evening before the call, and the conference call webcast will be accessible via Olin's website, www.olin.com, under the fourth quarter conference call icon. An archived replay of the webcast will also be available in the Investor Relations section of Olin's website beginning at 12:00 p.m. Eastern Time. A final transcript of the call will be posted the next business day.COMPANY DESCRIPTIONOlin Corporation is a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach, hydrogen, and hydrochloric acid. Winchester's principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, industrial cartridges, and clay targets.Visit www.olin.com for more information on Olin Corporation.FORWARD-LOOKING STATEMENTSThis communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.We have used the words "anticipate," "intend," "may," "expect," "believe," "should," "plan," "outlook," "project," "estimate," "forecast," "optimistic," "target," and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. 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 conditions, 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.The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:Business, Industry and Operational Riskssensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us;declines in average selling prices for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;unsuccessful execution of our operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;failure to control costs and inflation impacts or failure to achieve targeted cost reductions;our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events;the failure or an interruption, including cyber-attacks, of our information technology systems;risks associated with our international sales and operations, including economic, political or regulatory changes;failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions;our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;our indebtedness and debt service obligations;the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;our long-range plan assumptions not being realized, causing a non-cash impairment charge of long-lived assets;Legal, Environmental and Regulatory Riskschanges in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;unexpected outcomes from legal or regulatory claims and proceedings;costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; andfailure to effectively manage environmental, social and governance issues and related regulations, including climate change and sustainability.All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.2026-03 Olin Corporation

Consolidated Statements of Operations (a)

Three Months Ended
December 31,
Years Ended
December 31,($ in millions, except per share amounts)20252024
20252024Sales$   1,665.1$   1,671.3
$   6,780.8$   6,540.1Operating Expenses:

Cost of Goods Sold1,633.81,513.4
6,279.35,802.6Selling and Administrative94.0100.3
388.3408.5Restructuring Charges19.110.3
33.433.3Other Operating Income0.3—
0.50.8Operating (Loss) Income(81.5)47.3
80.3296.5Losses of Non-consolidated Affiliates(0.7)—
(3.1)—Interest Expense(46.2)(44.9)
(188.3)(184.5)Interest Income0.41.0
4.43.7Non-operating Pension Income5.16.6
20.626.0Income (Loss) before Taxes(122.9)10.0
(86.1)141.7Income Tax (Benefit) Provision(37.4)(0.1)
(42.7)36.7Net (Loss) Income (85.5)10.1
(43.4)105.0Net Income (Loss) Attributable to Noncontrolling Interests0.2(0.6)
(0.6)(3.6)Net (Loss) Income Attributable to Olin Corporation$      (85.7)$        10.7
$      (42.8)$      108.6Net (Loss) Income Attributable to Olin Corporation per Common Share:

Basic $ (0.75)$        0.09
$ (0.37)$ 0.92Diluted$ (0.75)$        0.09
$ (0.37)$ 0.91Dividends per Common Share$ 0.20$ 0.20
$ 0.80$ 0.80Average Common Shares Outstanding - Basic113.9116.1
114.6117.8Average Common Shares Outstanding - Diluted113.9117.3
114.6119.5

(a)     Unaudited. Olin Corporation

Segment Information (a)

Three Months Ended
December 31,
Years Ended
December 31,($ in millions)20252024
20252024Sales:

Chlor Alkali Products and Vinyls$      856.4$      953.7
$   3,684.4$   3,630.2Epoxy359.3282.2
1,371.81,226.3Winchester449.4435.4
1,724.61,683.6Total Sales$   1,665.1$   1,671.3
$   6,780.8$   6,540.1Income (Loss) before Taxes:

Chlor Alkali Products and Vinyls$      (14.7)$        75.2
$      256.1$      296.4Epoxy(19.2)(27.4)
(103.5)(85.0)Winchester0.642.0
67.7237.9Corporate/Other:

     Environmental Expense(10.2)(10.8)
(24.5)(30.2)     Other Corporate and Unallocated Costs(19.9)(21.4)
(85.7)(90.1)     Restructuring Charges(19.1)(10.3)
(33.4)(33.3)Other Operating Income0.3—
0.50.8Interest Expense(46.2)(44.9)
(188.3)(184.5)Interest Income0.41.0
4.43.7Non-operating Pension Income5.16.6
20.626.0Income (Loss) before Taxes $    (122.9)$        10.0
$      (86.1)$      141.7

(a)     Unaudited. Olin Corporation

Consolidated Balance Sheets (a)

December 31,
December 31,($ in millions, except per share data)2025
2024Assets:

Cash and Cash Equivalents$            167.6
$            175.6 Accounts Receivable, Net844.5
1,007.8 Income Taxes Receivable66.6
11.5 Inventories, Net784.5
823.5 Other Current Assets107.9
61.4    Total Current Assets1,971.1
2,079.8Property, Plant and Equipment (Less Accumulated Depreciation of $5,508.7 and $5,189.2)2,196.9
2,328.4 Operating Lease Assets, Net298.6
302.2 Deferred Income Taxes47.2
53.4 Other Assets1,210.0
1,185.1 Intangibles, Net174.4
206.6 Goodwill1,427.6
1,423.6Total Assets$         7,325.8
$         7,579.1Liabilities and Shareholders' Equity:

Current Installments of Long-term Debt$              16.3
$            129.0 Accounts Payable806.1
861.6 Income Taxes Payable23.9
141.3 Current Operating Lease Liabilities59.7
64.8 Accrued Liabilities555.1
435.5    Total Current Liabilities1,461.1
1,632.2 Long-term Debt2,811.0
2,713.2 Operating Lease Liabilities252.5
243.2 Accrued Pension Liability200.9
197.7 Deferred Income Taxes334.9
430.5 Other Liabilities337.1
306.9Total Liabilities5,397.5
5,523.7Commitments and Contingencies

Shareholders' Equity:

Common Stock, $1.00 Par Value Per Share; Authorized 240.0 Shares; Issued and
Outstanding 113.6 and 115.7 Shares113.6
115.7Accumulated Other Comprehensive Loss(414.5)
(450.1)Retained Earnings2,197.5
2,357.5Olin Corporation's Shareholders' Equity1,896.6
2,023.1Noncontrolling Interests31.7
32.3Total Equity1,928.3
2,055.4Total Liabilities and Equity$         7,325.8
$         7,579.1

(a)     Unaudited.

Olin CorporationConsolidated Statements of Cash Flows (a)

Years Ended December 31,($ in millions)2025
2024Operating Activities:

Net (Loss) Income$      (43.4)
$      105.0Depreciation and Amortization521.6
518.1Losses of Non-consolidated Affiliates3.1
—Stock-based Compensation20.7
17.1Write-off of Equipment and Facility Included in Restructuring Charges4.1
—Deferred Income Taxes(96.0)
(33.7)Qualified Pension Plan Contributions(0.7)
(1.3)Qualified Pension Plan Income(18.1)
(23.3)Changes in Assets and Liabilities:

Receivables123.7
(119.4)Income Taxes Receivable/Payable(179.8)
(1.6)Inventories80.0
25.9Other Current Assets(8.8)
2.4Accounts Payable and Accrued Liabilities53.0
72.8Other Assets(7.3)
(28.4)Other Noncurrent Liabilities22.3
(35.1)Other Operating Activities(0.2)
4.7Net Operating Activities474.2
503.2Investing Activities:

Capital Expenditures(226.3)
(195.1)Business Acquired in Purchase Transaction, Net of Cash Acquired(55.8)
—Payments under Other Long-term Supply Contracts(31.0)
(58.6)Investments in Non-consolidated Affiliates(1.8)
(23.0)Other Investing Activities(4.7)
(7.0)Net Investing Activities(319.6)
(283.7)Financing Activities:

Long-term Debt (Repayments) Borrowings, Net(11.2)
169.7Common Stock Repurchased and Retired(50.5)
(300.3)Stock Options Exercised2.3
23.9Employee Taxes Paid for Share-based Payment Arrangements—
(10.5)Dividends Paid(91.6)
(94.2)Debt Issuance Costs(12.0)
(1.2)Net Financing Activities(163.0)
(212.6)Effect of Exchange Rate Changes on Cash and Cash Equivalents0.4
(1.6)Net (Decrease) Increase in Cash and Cash Equivalents(8.0)
5.3Cash and Cash Equivalents, Beginning of Year175.6
170.3Cash and Cash Equivalents, End of Year$      167.6
$      175.6

(a) Unaudited.

Olin CorporationNon-GAAP Financial Measures - Adjusted EBITDA (a)Olin's definition of Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is net income (loss) plus
an add-back for depreciation and amortization, interest expense (income), income tax provision (benefit), other expense
(income), restructuring charges (income) and certain other non-recurring items. Adjusted EBITDA is a non-GAAP financial
measure. Management believes that this measure is meaningful to investors as a supplemental financial measure to assess the
financial performance without regard to financing methods, capital structures, taxes or historical cost basis. The use of non-
GAAP financial measures is not intended to replace any measures of performance determined in accordance with GAAP and
Adjusted EBITDA presented may not be comparable to similarly titled measures of other companies. Reconciliation of forward-
looking non-GAAP financial measures to the most directly comparable GAAP financial measures are omitted from this release
because Olin is unable to provide such reconciliations without the use of unreasonable efforts. This inability results from the
inherent difficulty in forecasting generally and quantifying certain projected amounts that are necessary for such reconciliations.
In particular, sufficient information is not available to calculate certain adjustments required for such reconciliations, including
interest expense (income), income tax provision (benefit), other expense (income) and restructuring charges (income). Because
of our inability to calculate such adjustments, forward-looking net income guidance is also omitted from this release. We expect
these adjustments to have a potentially significant impact on our future GAAP financial results.
Three Months Ended
December 31,
Years Ended
December 31,($ in millions)20252024
20252024Reconciliation of Net (Loss) Income to Adjusted EBITDA:

Net (Loss) Income$      (85.5)$        10.1
$      (43.4)$      105.0Add Back:

Interest Expense46.244.9
188.3184.5Interest Income(0.4)(1.0)
(4.4)(3.7)Income Tax (Benefit) Provision(37.4)(0.1)
(42.7)36.7Depreciation and Amortization125.7129.2
521.6518.1EBITDA48.6183.1
619.4840.6Add Back:

Restructuring Charges19.110.3
33.433.3Environmental Recoveries——
(1.0)—Adjusted EBITDA$        67.7$      193.4
$      651.8$      873.9

(a) Unaudited. Olin CorporationNon-GAAP Financial Measures - Net Debt to Adjusted EBITDA (a)Olin's definition of Net Debt to Adjusted EBITDA is Net Debt divided by Adjusted EBITDA. Net Debt at the end of any
reporting period is defined as the sum of our current installments of long-term debt and long-term debt, less cash and cash
equivalents. Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is net income (loss) plus an add-
back for depreciation and amortization, interest expense (income), income tax provision (benefit), other expense (income),
restructuring charges (income) and certain other non-recurring items. Net Debt to Adjusted EBITDA is a non-GAAP financial
measure. Management believes that this measure is meaningful to investors as a measure of our ability to manage our
indebtedness. The use of non-GAAP financial measures is not intended to replace any measures of indebtedness or liquidity
determined in accordance with GAAP and Net Debt or Net Debt to Adjusted EBITDA presented may not be comparable to
similarly titled measures of other companies.
December 31,
December 31,($ in millions)2025
2024Current Installments of Long-term Debt $ 16.3
$ 129.0Long-term Debt2,811.0
2,713.2Total Debt2,827.3
2,842.2Less: Cash and Cash Equivalents(167.6)
(175.6)Net Debt$ 2,659.7
$ 2,666.6

Adjusted EBITDA$ 651.8
$ 873.9

Net Debt to Adjusted EBITDA4.1
3.1

(a) Unaudited.

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Original: Olin Announces Fourth Quarter 2025 Results