Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2024

OLIN CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

190 Carondelet Plaza,

Suite 1530

Clayton,

63105

(Address of principal executive offices)

(Zip Code)

(314) 480-1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $1.00 par value per share

OLN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.04.			Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On September 6, 2024, Olin Corporation (“Olin”) provided written notice (the “Notice”) to its directors and executive officers that there will be a blackout period with respect to the Olin Corporation Contributing Employee Ownership Plan (the “CEOP”). The blackout period is to facilitate the transition of the plan administrator from Voya to Empower. During the blackout period, CEOP participants will be temporarily unable to access their accounts under the CEOP and will be unable to transfer or diversify investments in their individual accounts, including accounts that hold Olin common stock, or obtain a loan, withdrawal or distribution from the CEOP.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Notice informed Olin’s directors and executive officers of the blackout period and the restrictions on trading in Olin equity securities that apply to them during the blackout period. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The blackout period is expected to begin on September 26, 2024 at 4:00 p.m. (Eastern Time) and end the week of October 13, 2024.

During the blackout period and for a period of two years thereafter, Olin shareholders or other interested persons may obtain information about the blackout period by contacting:

Olin Corporation

Attention: Corporate Secretary

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Telephone Number: (314) 480-1400


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibit No.			Exhibit
99.1			Notice to Executive Officers and Directors of Olin Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


OLIN CORPORATION
By:	/s/ Inchan Hwang
	Name:	Inchan Hwang
	Title:	Vice President, Deputy General Counsel and Corporate Secretary

Date: September 6, 2024

Exhibit 99.1

IMPORTANT NOTICE OF BLACKOUT PERIOD CONCERNING LIMITATIONS ON

TRADING IN OLIN CORPORATION EQUITY SECURITIES

To: Directors and Executive Officers of Olin Corporation (“Olin”)

From: Inchan Hwang, Vice President, Deputy General Counsel and Corporate Secretary

Date: September 6, 2024

This notice is to inform you of significant restrictions on your ability to transact in Olin equity securities during an upcoming “blackout period.” The restrictions during this period are imposed on Olin directors and executive officers by (i) Section 306(a) of the Sarbanes-Oxley Act of 2002 and (ii) Securities and Exchange Commission (“SEC”) Regulation BTR (Blackout Trading Restriction) and are in addition to Olin’s regularly scheduled blackout periods related to our earnings releases.

To facilitate the transition of the plan administrator for the Olin Corporation Contributing Employee Ownership Plan (the “CEOP”) from Voya to Empower, there will be a blackout period during which CEOP participants will be temporarily unable to access their accounts under the CEOP and will be unable to transfer or diversify investments in their individual accounts, including accounts that hold Olin common stock, or obtain a loan, withdrawal or distribution from the CEOP.

The blackout will begin for Olin equity securities at 4:00 p.m. (Eastern Time) on September 26, 2024, and is expected to end the week of October 13, 2024 (the “Blackout Period”).

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, during the Blackout Period, Olin directors and executive officers are, with limited exceptions, prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of Olin acquired in connection with his or her service or employment as a director or executive officer. These restrictions apply to your holdings both inside and outside of the CEOP.

Please note the following:

•The term “equity securities” is defined broadly to include Olin common stock, stock options, restricted stock units, performance share units and other equity derivatives.

•Transactions covered by this trading restriction are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

•Among other things, you are prohibited from (i) selling shares of Olin common stock acquired pursuant to an exercise of options, (ii) selling shares of Olin common stock originally granted as a restricted stock unit or a performance share unit in connection with your service as a director or employment as an executive officer, or (iii) selling shares of Olin common stock to cover withholding taxes upon the exercise of options or the vesting of restricted stock units or performance share units.

•Although you are permitted to engage in transactions involving Olin equity securities that were not acquired in connection with your service as a director or employment as an executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the equity securities and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

These prohibitions apply in addition to the trading restrictions under Olin’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.

Because of the severity of the penalties and other remedies and the complexity of the regulations, please contact me before engaging in any transaction involving Olin equity securities during the Blackout Period.

For inquiries during the Blackout Period and for a period of two years thereafter about the Blackout Period, its beginning or ending dates or the information in this Notice, please contact me at:

Olin Corporation

Attention: Corporate Secretary

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Telephone Number: (314) 480-1400

Thank you for your attention to this matter.

Document and Entity Information	Sep. 06, 2024
Cover [Abstract]
Entity Registrant Name	OLIN CORPORATION
Entity Central Index Key	0000074303
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2024
Entity Incorporation, State or Country Code	VA
Entity File Number	1-1070
Entity Tax Identification Number	13-1872319
Entity Address, Address Line One	190 Carondelet Plaza,
Entity Address, Address Line Two	Suite 1530
Entity Address, City or Town	Clayton,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	480-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	OLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false