As filed with the Securities and Exchange Commission on July 2, 2026

No. 333-    

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia		2800		13-1872319
(State of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

(314) 480-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Angela M. Castle

Vice President and Chief Legal Officer

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

(314) 480-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

 

Robert I. Townsend III Joseph D. Zavaglia Jin-Kyu Baek Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000		Amy K. Smedley Executive Vice President, General Counsel and Secretary Huntsman Corporation 10003 Woodloch Forest Drive The Woodlands, Texas 77380 (281) 719-6000		Daniel Wolf Rachael G. Coffey Ross M. Leff Brittany Scheier Sarah Lipinski Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the consummation of the merger described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒				Accelerated filer		☐
Non-accelerated filer		☐				Smaller reporting company		☐
						Emerging growth company		☐

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if there are not sufficient votes cast at the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal (which we refer to as the “Olin adjournment proposal”).

Huntsman stockholders as of the close of business on [    ], 2026, the record date, are invited to virtually attend a special meeting of Huntsman stockholders (which we refer to as the “Huntsman special meeting”) on [    ], 2026, at [    ], Central Time, via live webcast at https://www.virtualshareholdermeeting.com/HUN2026SM (which we refer to as the “Huntsman special meeting website”). At the Huntsman special meeting, Huntsman stockholders will be asked to consider and vote upon: (1) a proposal to adopt the merger agreement and approve the merger and the other transactions contemplated thereby (which we refer to as the “Huntsman merger proposal”); (2) a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to Huntsman’s named executive officers that is based on or otherwise relates to the direct merger (which we refer to as the “Huntsman advisory compensation proposal”); and (3) a proposal to approve the adjournment of the Huntsman special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Huntsman special meeting to approve the Huntsman merger proposal (which we refer to as the “Huntsman adjournment proposal”).

For Huntsman stockholders, if either the direct merger or the subsidiary merger is completed, you will be entitled to receive, for each issued and outstanding share of common stock, par value $0.01 per share, of Huntsman (which we refer to as “Huntsman common stock”) owned by you immediately prior to the effective time of the merger, 0.5476 shares of Olin common stock (which we refer to as the “merger consideration”), as further described in the joint proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of Olin common stock. Based on the closing price of Olin common stock on [    ], 2026, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, the value of the per-share merger consideration payable to holders of Huntsman common stock upon completion of the merger was approximately $[    ]. Olin common stock is traded on the New York Stock Exchange under the symbol “OLN,” and Huntsman common stock is traded on the New York Stock Exchange under the symbol “HUN.”

The Olin board of directors, in accordance with its good faith business judgment of the best interests of Olin and its shareholders: (1) has unanimously determined that Olin enter into the merger agreement and consummate, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith, and the other transactions contemplated by the merger agreement; (2) has unanimously adopted the merger agreement and the related plan of merger and approved the consummation of the transactions contemplated by the merger agreement, including, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith; and (3) unanimously recommends that Olin shareholders vote “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal.

The Huntsman board of directors has unanimously (1) determined that it is fair to, and in the best interests of, Huntsman and its stockholders, and declared it advisable, that Huntsman enter into the merger agreement and consummate the direct merger or the subsidiary merger, as applicable, and the other transactions contemplated by the merger agreement; (2) approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the direct merger or the subsidiary merger, as applicable; and (3) recommends that Huntsman stockholders vote “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal and “FOR” the Huntsman adjournment proposal.

Olin and Huntsman will each hold a virtual special meeting of its shareholders and stockholders, respectively, to consider certain matters relating to the merger, which may be attended via the Olin special meeting website and the Huntsman special meeting website, respectively. Olin and Huntsman will complete the merger so long as, in addition to the satisfaction of other customary closing conditions, (i) Olin shareholders approve either the Olin direct merger proposal or the Olin subsidiary merger proposal and (ii) the Huntsman

stockholders approve the Huntsman merger proposal. However, Olin and Huntsman will not be able to complete the direct merger, which is the parties’ preferred structure for consummating this business combination as described in further detail in the accompanying joint proxy statement/prospectus, unless, among other things, Olin shareholders approve the Olin direct merger proposal and the Huntsman stockholders approve the Huntsman merger proposal.

Your vote is very important. To ensure your representation at the relevant company’s special meeting, complete and return the applicable enclosed proxy card or submit your proxy by phone or the internet. Please vote promptly whether or not you expect to virtually attend the relevant company’s special meeting. Submitting a proxy now will not prevent you from being able to vote at the relevant company’s special meeting.

If you support the consummation of the merger, as an Olin shareholder you should vote “FOR” both the Olin direct merger proposal and the Olin subsidiary merger proposal, and as a Huntsman stockholder you should vote “FOR” the Huntsman merger proposal. Both the direct merger and the subsidiary merger deliver all of the benefits of the merger, but the direct merger delivers greater financial benefits to the combined company compared to those available in the subsidiary merger in terms of capital structure efficiency, as described in the accompanying joint proxy statement/prospectus. If the merger is consummated through the subsidiary merger, two series of Huntsman’s notes—the 2.950% Senior Notes due 2031 and the 4.500% Senior Notes due 2029—will likely be required to be refinanced. Any such refinancing of such notes would be funded with the proceeds of new debt of the combined company that will accrue interest at a rate that is anticipated to be higher than the interest rate of such notes being refinanced. The increase in interest expense of the combined company from any such refinancing will result in a correspondingly lower amount of net income. See Note 7 of the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The joint proxy statement/prospectus accompanying this notice is also being delivered to Huntsman stockholders as Olin’s prospectus for its offering of shares of Olin common stock in connection with the merger.

The obligations of Olin and Huntsman to complete the merger are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides you with detailed information about the merger. It also contains or references information about Olin and Huntsman and certain related matters. You are encouraged to read the accompanying joint proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 38 of the accompanying joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the merger and the issuance of shares of Olin common stock in connection with the merger and how they will affect you.

 

Sincerely,		Sincerely,
Kenneth T. Lane President and Chief Executive Officer Olin Corporation		Peter R. Huntsman Chairman of the Board, President and Chief Executive Officer Huntsman Corporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus, the merits or fairness of the merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [    ], 2026 and is first being mailed to Olin shareholders and Huntsman stockholders on or about [    ], 2026.

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS OF

OLIN CORPORATION

TO BE HELD VIRTUALLY VIA LIVE WEBCAST ON [    ], 2026

To the Shareholders of Olin Corporation,

You are cordially invited to attend a virtual-only special meeting of shareholders (which we refer to as the “Olin special meeting”) of Olin Corporation (which we refer to as “Olin”) to be held on [    ], 2026, at [    ], Central Time, via live webcast at https://register.proxypush.com/OLN (which we refer to as the “Olin special meeting website”), for the following purposes:

 

•

to vote on a proposal to approve the Agreement and Plan of Merger, dated as of June 15, 2026 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), by and among Huntsman Corporation (which we refer to as “Huntsman”), Olin, Olympus Merger Sub, Inc., a direct, wholly owned subsidiary of Olin (which we refer to as “First Merger Sub”), and Hook Merger Sub LLC, a direct, wholly owned subsidiary of Olin (which we refer to as “Second Merger Sub”), and the related plan of merger providing for the merger of Huntsman with and into Olin, with Olin as the surviving entity (which we refer to as the “direct merger”), including the issuance of shares of common stock, par value $1.00 per share, of Olin (which we refer to as “Olin common stock”) in connection with the direct merger, pursuant to the terms of the merger agreement (which we refer to as the “Olin direct merger proposal”);

 

•

to vote on a proposal to approve the issuance of shares of Olin common stock in connection with (i) the merger of Olympus Merger Sub, Inc. (which we refer to as “First Merger Sub”) with and into Huntsman (which we refer to as the “first subsidiary merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (which we refer to as the “initial surviving company”), and (ii) immediately following the first subsidiary merger, and as part of the same overall transaction as the first subsidiary merger, the merger of the initial surviving company with and into Hook Merger Sub LLC (which we refer to as “Second Merger Sub”) (which we refer to as the “second subsidiary merger” and, together with the first subsidiary merger, the “subsidiary merger”), with Second Merger Sub surviving the second subsidiary merger as a direct, wholly owned subsidiary of Olin, pursuant to the terms of the merger agreement (which we refer to as the “Olin subsidiary merger proposal”);

 

•

to vote on a proposal to approve on a non-binding, advisory basis, certain compensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the direct merger (which we refer to as the “Olin advisory compensation proposal”); and

 

•

to vote on a proposal to approve one or more adjournments of the Olin special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if there are not sufficient votes cast at the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal (which we refer to as the “Olin adjournment proposal” and, together with the Olin direct merger proposal, the Olin subsidiary merger proposal and the Olin advisory compensation proposal, the “Olin proposals”).

Olin will transact no other business at the Olin special meeting. The Olin board of directors (which we refer to as the “Olin board”) has set the record date for the Olin special meeting as [    ], 2026. Only holders of Olin common stock (which we refer to as “Olin shareholders”) of record as of the close of business on such record date are entitled to notice of, and to vote at, the Olin special meeting (via the Olin special meeting website or by proxy), or any adjournment or postponement of the Olin special meeting. For additional information regarding the Olin special meeting, see the section entitled “Special Meeting of Olin Shareholders” beginning on page 56 of the joint proxy statement/prospectus accompanying this notice.

Notwithstanding Olin’s solicitation of proxies for two different merger proposals, the parties intend to implement the business combination through either the direct merger or the subsidiary merger.

The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal.

The accompanying joint proxy statement/prospectus describes the Olin proposals in more detail. Please refer to the attached documents, including the merger agreement and the related plan of merger and the other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Olin special meeting. You are encouraged to read the entire document carefully before voting. In particular, see the section entitled “The Merger” beginning on page 73 of the joint proxy statement/prospectus accompanying this notice for a description of the transactions contemplated by the merger agreement, including the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal, and the section entitled “Risk Factors” beginning on page 38 of the joint proxy statement/prospectus accompanying this notice for an explanation of the risks associated with the transactions contemplated by the merger agreement, including the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE OLIN SPECIAL MEETING VIA THE OLIN SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/ PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

If you have any questions concerning the Olin proposals, the merger or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Olin common stock, please contact Olin’s proxy solicitor:

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Shareholders may call toll free: (877) 750-8332

Banks and Brokers may call collect: (212) 750-5833

Your vote is very important. Approval of the Olin direct merger proposal by the Olin shareholders is a condition to the direct merger, and approval of the Olin subsidiary merger proposal by the Olin shareholders is a condition to the subsidiary merger. The subsidiary merger will occur if the Olin subsidiary merger proposal, but not the Olin direct merger proposal, is approved (assuming satisfaction of all other conditions to closing). The Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal require approval by a majority of the votes cast at the Olin special meeting, whether via the Olin special meeting website or by proxy. The Olin direct merger proposal requires the approval by more than two-thirds of the outstanding shares of Olin common stock entitled to be cast on the proposal at the Olin special meeting. Olin shareholders are requested to complete, properly execute and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the internet by following the instructions provided on the enclosed proxy card. Abstentions will have no effect on the outcome of the vote on the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal,

but will have the same effect as a vote “AGAINST” the Olin direct merger proposal. If you are a holder of record, failure to submit a proxy or vote via the Olin special meeting website will have no effect on the outcome of the vote on the Olin subsidiary merger proposal, the Olin advisory compensation proposal or the Olin adjournment proposal, but such failure to vote will have the same effect as a vote “AGAINST” the Olin direct merger proposal. Broker non-votes (if any) will have no effect on the outcome of the vote on the Olin subsidiary merger proposal, Olin advisory compensation proposal or the Olin adjournment proposal but will have the same effect as a vote “AGAINST” the Olin direct merger proposal. If you properly execute and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal.

Before voting your shares, we urge you to read the accompanying joint proxy statement/prospectus carefully, including its annexes and the documents incorporated by reference in the document. Your prompt attention is greatly appreciated.

 

10003 Woodloch Forest Drive

The Woodlands, Texas 77380

NOTICE OF THE SPECIAL MEETING OF

STOCKHOLDERS OF HUNTSMAN CORPORATION

TO BE HELD VIRTUALLY ON [    ], 2026

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (which we refer to as the “Huntsman special meeting”) of Huntsman Corporation (which we refer to as “Huntsman”) will be held virtually on [    ], 2026 at [    ] a.m., Central Time, to consider and vote on proposals:

 

•

to adopt the Agreement and Plan of Merger, dated as of June 15, 2026 (which we refer to as the “merger agreement”), by and among Olin Corporation (which we refer to as “Olin”), Olympus Merger Sub, Inc., a direct, wholly owned subsidiary of Olin (which we refer to as “First Merger Sub”), Hook Merger Sub LLC, a direct, wholly owned subsidiary of Olin (which we refer to as “Second Merger Sub”) and Huntsman, providing for, among other things, the business combination of Huntsman and Olin either: (1) through the merger of Huntsman with and into Olin, with Olin as the surviving entity (which we refer to as the “direct merger”) or (2) through (i) the merger of First Merger Sub with and into Huntsman (which we refer to as the “first subsidiary merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (which we refer to as the “initial surviving company”), and (ii) immediately following the first subsidiary merger, and as part of the same overall transaction as the first subsidiary merger, the merger of the initial surviving company with and into Second Merger Sub (which we refer to as the “second subsidiary merger” and, together with the first subsidiary merger, the “subsidiary merger” and we refer to such transactions as contemplated by the merger agreement as, the “merger”), with Second Merger Sub surviving the second subsidiary merger as a direct, wholly owned subsidiary of Olin (which we refer to as the “Huntsman merger proposal”);

 

•

to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Huntsman’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “Huntsman advisory compensation proposal”); and

 

•

to approve one or more adjournments of the Huntsman special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there are not sufficient votes cast at the Huntsman special meeting to approve the Huntsman merger proposal (which we refer to as the “Huntsman adjournment proposal” and, together with the Huntsman merger proposal and the Huntsman advisory compensation proposal, the “Huntsman proposals”).

The Huntsman special meeting will be held in a virtual meeting format only, via a virtual meeting site, and there will not be a physical meeting location. To join the live webcast, attend and participate in the virtual Huntsman special meeting, you will need your 16-digit control number included on your proxy card or voting instruction form and visit https://www.virtualshareholdermeeting.com/HUN2026SM (which we refer to as the “Huntsman special meeting website”).

Huntsman stockholder approval of the Huntsman merger proposal is required to complete the transactions as contemplated by the merger agreement. Huntsman stockholders will also be asked to approve the Huntsman advisory compensation proposal and the Huntsman adjournment proposal. Huntsman will transact no other business at the Huntsman special meeting. The record date for the Huntsman special meeting has been set as [    ], 2026. Only Huntsman stockholders of record as of the close of business on such record date are entitled to receive notice and to vote at the Huntsman special meeting or any postponement or adjournment of the Huntsman special meeting. For additional information regarding the Huntsman special meeting, see the section entitled “Special Meeting of Huntsman Stockholders” beginning on page 65 of the joint proxy statement/prospectus accompanying this notice.

 

The Huntsman board of directors unanimously recommends that you vote “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal and “FOR” the Huntsman adjournment proposal.

The Huntsman proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE HUNTSMAN SPECIAL MEETING VIA THE HUNTSMAN SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

If you have any questions concerning the Huntsman proposals, the merger or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Huntsman common stock, please contact Huntsman’s proxy solicitor:

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Stockholders may call toll free: (877) 800-5182

Banks and Brokers may call collect: (212) 750-5833

Your vote is very important. The merger is conditioned on the approval of the Huntsman merger proposal by the Huntsman stockholders, and such proposal requires the affirmative vote of the holders of a majority of the shares of Huntsman common stock outstanding and entitled to vote on such proposal. Huntsman stockholders will also be asked to approve the Huntsman advisory compensation proposal and the Huntsman adjournment proposal at the Huntsman special meeting. Huntsman stockholders are encouraged to vote today by following the instructions on the proxy card to vote on the Internet, by telephone or by completing, signing, dating and returning the proxy card in the enclosed, postage-paid envelope. Returning a proxy does not deprive you of your right to attend the special meeting virtually and to vote your shares at the special meeting. If you are the beneficial but not record owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker), you will receive instructions from your broker as to how to vote your shares. Abstentions, failure to submit a proxy or vote via the Huntsman special meeting website and broker non-votes will have the same effect as a vote “AGAINST” the Huntsman merger proposal.

 

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Olin Corporation (which we refer to as “Olin”) and Huntsman Corporation (which we refer to as “Huntsman”) from other documents that are not included in or delivered with this joint proxy statement/prospectus, including documents that Olin and Huntsman have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information.” This information is available for you to review through the SEC’s website at https://www.sec.gov.

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Olin or Huntsman, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and contact information of such principal executive offices are listed below.

 

For Olin Shareholders:		For Huntsman Stockholders:
Olin Corporation 190 Carondelet Plaza, Suite 1530 Clayton, Missouri 63105 Attention: Investor Relations InvestorRelations@Olin.com		Huntsman Corporation 10003 Woodloch Forest Drive The Woodlands, Texas 77380 Attention: Investor Relations ir@Huntsman.com

To obtain timely delivery of these documents before the Olin special meeting (as defined in the section entitled “Questions and Answers About the Merger and the Special Meetings”), Olin shareholders must request the information no later than [    ], 2026 (which is five business days before the date of the Olin special meeting).

To obtain timely delivery of these documents before the Huntsman special meeting (as defined in the section entitled “Questions and Answers About the Merger and the Special Meetings”), Huntsman stockholders must request the information no later than [    ], 2026 (which is five business days before the date of the Huntsman special meeting).

In addition, if you have questions about the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for Olin, toll-free at (877) 750-8332, or for brokers and banks, collect at (212) 750-5833 or Innisfree M&A Incorporated, the proxy solicitor for Huntsman, toll-free at (877) 800-5182, or for brokers and banks, collect at (212) 750-5833. You will not be charged for any of these documents that you request.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Olin (File No. 333-[    ]), constitutes a prospectus of Olin under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of common stock of Olin, par value $1.00 per share (which we refer to as “Olin common stock”), to be issued to Huntsman stockholders pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), among Huntsman, Olin, Olympus Merger Sub, Inc. (which we refer to as “First Merger Sub”) and Hook Merger Sub LLC (which we refer to as “Second Merger Sub”).

This document also constitutes a notice of meeting and proxy statement of each of Olin and Huntsman under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).

Olin has supplied all information contained or incorporated by reference herein relating to Olin, and Huntsman has supplied all information contained or incorporated by reference herein relating to Huntsman. Olin and Huntsman have both contributed to the information relating to the merger agreement contained in this joint proxy statement/prospectus.

Neither Olin nor Huntsman has authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference herein (including the annexes hereto) in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. Olin and Huntsman take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated [    ], 2026, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither Olin nor Huntsman assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this joint proxy statement/prospectus to Olin or Huntsman stockholders nor the issuance by Olin of shares of Olin common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.

TABLE OF CONTENTS

 

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS			1
SUMMARY			19
Information About the Companies			19
The Merger and the Merger Agreement			20
Merger Consideration to Huntsman Stockholders			20
Risk Factors			20
Recommendation of the Olin Board of Directors and Reasons for the Merger			22
Recommendation of the Huntsman Board of Directors and Reasons for the Merger			22
Opinions of Financial Advisors			22
Special Meeting of Olin Shareholders			24
Special Meeting of Huntsman Stockholders			27
Board of Directors of the Combined Company Following the Consummation of the Merger			30
Interests of Olin Directors and Executive Officers in the Merger			30
Interests of Huntsman Directors and Executive Officers in the Merger			31
Conditions to the Closing of the Merger			31
No Solicitation			32
Termination			32
Termination Fees; Expenses			33
No Appraisal Rights			33
Regulatory Approvals			34
Specific Performance; Remedies			34
Litigation Related to the Merger			34
Material U.S. Federal Income Tax Consequences of the Merger			34
Comparison of Shareholders’ / Stockholders’ Rights			35
Listing of Olin Common Stock; Delisting and Deregistration of Huntsman Common Stock			35
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION			36
RISK FACTORS			38
Risks Relating to the Merger			38
Risks Relating to the Combined Company Following Consummation of the Merger			46
Risks Relating to Olin’s Business			51
Risks Relating to Huntsman’s Business			51
Risks Relating to Tax Matters			51
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			52
INFORMATION ABOUT THE COMPANIES			54
Olin Corporation			54
Huntsman Corporation			54
Olympus Merger Sub, Inc.			54
Hook Merger Sub LLC			55
SPECIAL MEETING OF OLIN SHAREHOLDERS			56
Date, Time and Place			56
Purpose of the Olin Special Meeting			56
Recommendation of the Olin Board of Directors			56
Record Date and Outstanding Shares of Olin Common Stock			56
Quorum; Abstentions, Failure to Vote and Broker Non-Votes			57
Required Vote			57
Methods of Voting			58
Adjournments			59
Revocability of Proxies			59

 

i

Proxy Solicitation Costs			60
No Appraisal Rights			60
Other Information			60
Assistance			60
Vote of Olin’s Directors and Executive Officers			61
Attending the Olin Special Meeting Virtually			61
Results of the Olin Special Meeting			61
OLIN PROPOSALS			62
The Olin Direct Merger Proposal			62
The Olin Subsidiary Merger Proposal			62
The Olin Advisory Compensation Proposal			63
The Olin Adjournment Proposal			64
SPECIAL MEETING OF HUNTSMAN STOCKHOLDERS			65
Date, Time and Place			65
Purpose of the Huntsman Special Meeting			65
Recommendation of the Huntsman Board of Directors			65
Record Date and Outstanding Shares of Huntsman Common Stock			65
Quorum; Abstentions and Broker Non-Votes			65
Required Vote			66
Methods of Voting			66
Adjournment			67
Revocability of Proxies			68
Proxy Solicitation Costs			68
No Appraisal Rights			68
Other Information			69
Assistance			69
Vote of Huntsman’s Directors and Executive Officers			69
Attending the Huntsman Special Meeting Virtually			69
Results of the Huntsman Special Meeting			70
HUNTSMAN PROPOSALS			71
The Huntsman Merger Proposal			71
The Huntsman Advisory Compensation Proposal			71
The Huntsman Adjournment Proposal			72
THE MERGER			73
Merger Structure			73
Parties to the Merger			73
Background of the Merger			74
Merger Consideration to Huntsman Stockholders			88
Closing and Effective Time of the Merger			89
Board of Directors of the Combined Company Following the Consummation of the Merger			89
Ownership of the Combined Company			89
Recommendation of the Olin Board of Directors and Reasons for the Merger			89
Opinion of Olin’s Financial Advisor			95
Recommendation of the Huntsman Board of Directors and Reasons for the Merger			102
Opinions of Huntsman’s Financial Advisors			109
Certain Unaudited Prospective Financial Information			128
No Appraisal Rights			134
Regulatory Approvals			135
Interests of Olin Directors and Executive Officers in the Merger			136

 

ii

Interests of Huntsman Directors and Executive Officers in the Merger			141
Voting and Support Agreement			149
Indemnification and Insurance			150
Listing of Olin Common Stock; Delisting and Deregistration of Huntsman Common Stock			150
Accounting Treatment of the Merger			150
Treatment of Huntsman Indebtedness			150
Litigation Related to the Merger			151
THE MERGER AGREEMENT			152
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			184
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			188
COMPARISON OF SHAREHOLDERS’ / STOCKHOLDERS’ RIGHTS			206
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF OLIN			216
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF HUNTSMAN			218
VALIDITY OF COMMON STOCK			220
EXPERTS			221
HOUSEHOLDING OF PROXY MATERIALS			222
FUTURE SHAREHOLDER / STOCKHOLDER PROPOSALS			223
WHERE YOU CAN FIND MORE INFORMATION			225
ANNEX A: MERGER AGREEMENT			A-1
ANNEX B: PLAN OF MERGER			B-1
ANNEX C: AMENDED AND RESTATED BYLAWS			C-1
ANNEX D: FAIRNESS OPINION OF LAZARD FRÈRES & CO. LLC			D-1
ANNEX E: FAIRNESS OPINION OF CITIGROUP GLOBAL MARKETS INC.			E-1
ANNEX F: FAIRNESS OPINION OF MORGAN STANLEY & CO. LLC			F-1
ANNEX G: VOTING AND SUPPORT AGREEMENT			G-1
PART II			II-1

 

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are answers to certain questions that you may have regarding the Olin and Huntsman special meetings. Olin and Huntsman urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

 

Q:	Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus because Olin, Huntsman, First Merger Sub and Second Merger Sub have entered into the merger agreement, providing for, on the terms and subject to the conditions included in the merger agreement, the merger of equals business combination of Olin and Huntsman, either (a) through the merger of Huntsman with and into Olin, with Olin as the surviving entity (which we refer to as the “direct merger”), or (b) through the merger of First Merger Sub with and into Huntsman (which we refer to as the “first subsidiary merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (which we refer to as the “initial surviving company”), immediately followed by the merger of the initial surviving company with and into Second Merger Sub (which we refer to as the “second subsidiary merger” and, together with the first subsidiary merger, the “subsidiary merger”), with Second Merger Sub surviving the second subsidiary merger as a direct, wholly owned subsidiary of Olin (which we refer to as the “final surviving company”). We collectively refer to the direct merger and the subsidiary merger as the “merger.” Your vote is required in connection with the merger. The merger agreement, which governs the terms and conditions of the merger, is attached to this joint proxy statement/prospectus as Annex A and the related plan of merger is attached to this joint proxy statement/prospectus as Annex B.

Olin. In order to consummate the direct merger, holders of Olin common stock (which we refer to as the “Olin shareholders”) must approve the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger (which we refer to as the “Olin direct merger proposal”) in accordance with the Virginia Stock Corporation Act (which we refer to as the “VSCA”), the rules of the New York Stock Exchange (which we refer to as “NYSE”) and Olin’s organizational documents. In order to consummate the subsidiary merger, the Olin shareholders must approve the issuance of shares of Olin common stock in connection with the subsidiary merger (which we refer to as the “Olin subsidiary merger proposal”) in accordance with the rules of the NYSE and Olin’s organizational documents. Notwithstanding the solicitation of proxies for two different merger proposals, the parties intend to implement the business combination through either the direct merger or the subsidiary merger. In order to ensure that the merger is consummated, the Olin board of directors (which we refer to as the “Olin board”) unanimously recommends that Olin shareholders vote “FOR” both the Olin direct merger proposal and the Olin subsidiary merger proposal. Olin is holding a virtual special meeting of its shareholders (which we refer to as the “Olin special meeting”) to obtain these approvals. Your vote is very important. We encourage you to submit a proxy to have your shares of Olin common stock voted as soon as possible.

Huntsman. In order to consummate the direct merger or the subsidiary merger, holders of Huntsman common stock (as defined below) (which we refer to as “Huntsman stockholders”) must adopt the merger agreement and approve the direct merger and the subsidiary merger and the other transactions contemplated thereby (which we refer to as the “Huntsman merger proposal”) in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”) and Huntsman’s organizational documents. Notwithstanding Olin’s solicitation of proxies for two different merger proposals, the parties intend to implement the business combination through either the direct merger or the subsidiary merger. In order to ensure that the merger is consummated, the Huntsman board of directors (which we refer to as the “Huntsman board”) unanimously recommends that Huntsman stockholders vote “FOR” the Huntsman merger proposal. Huntsman is holding a virtual special meeting of its stockholders (which we refer to as the

 

1

“Huntsman special meeting”) to obtain approval of the Huntsman merger proposal. Your vote is very important. We encourage you to submit a proxy to have your shares of Huntsman common stock voted as soon as possible.

 

Q:	When and where will the special meetings take place?

 

A:

Olin. The Olin special meeting will be held virtually via live webcast on [   ], 2026, at [    ], Central Time. Olin shareholders will be able to attend the Olin special meeting online and vote their shares electronically during the meeting by visiting https://register.proxypush.com/OLN (which we refer to as the “Olin special meeting website”). Because the Olin special meeting is completely virtual and being conducted via live webcast, Olin shareholders will not be able to attend the meeting in person.

Huntsman. The Huntsman special meeting will be held virtually via live webcast on [   ], 2026, at [    ], Central Time. Huntsman stockholders will be able to attend the Huntsman special meeting online and vote their shares electronically during the meeting by visiting https://www.virtualshareholdermeeting.com/HUN2026SM (which we refer to as the “Huntsman special meeting website”). Because the Huntsman special meeting is completely virtual and being conducted via live webcast, Huntsman stockholders will not be able to attend the meeting in person.

 

Q:	What matters will be considered at the special meetings?

 

A:	Olin. The Olin shareholders are being asked to consider and vote on:

 

•

a proposal to approve the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger;

 

•

a proposal to approve the issuance of shares of Olin common stock in connection with the subsidiary merger;

 

•

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the direct merger (which we refer to as the “Olin advisory compensation proposal”); and

 

•

a proposal to approve one or more adjournments of the Olin special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if there are not sufficient votes cast at the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal (which we refer to as the “Olin adjournment proposal”).

Huntsman. The Huntsman stockholders are being asked to consider and vote on:

 

•

a proposal to adopt the merger agreement, providing for the business combination of Huntsman and Olin either through the direct merger or the subsidiary merger and the other transactions contemplated thereby;

 

•

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Huntsman’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “Huntsman advisory compensation proposal”); and

 

•

a proposal to approve one or more adjournments of the Huntsman special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there are not sufficient votes cast at the Huntsman special meeting to approve the Huntsman merger proposal (which we refer to as the “Huntsman adjournment proposal”).

 

Q:	Is my vote important?

 

A:	Yes, your vote is very important, regardless of the number of shares that you own, and you are encouraged to submit your proxy as soon as possible. The direct merger cannot be completed unless the Olin direct

 

2

merger proposal is approved by Olin shareholders and the Huntsman merger proposal is approved by Huntsman stockholders, and the subsidiary merger cannot be completed unless the Olin subsidiary merger proposal is approved by Olin shareholders and the Huntsman merger proposal is approved by Huntsman stockholders (in each case, assuming satisfaction of all other conditions to closing). The merger will not be consummated unless (i) at least one of the Olin direct merger proposal or the Olin subsidiary merger proposal is approved by Olin shareholders and (ii) the Huntsman merger proposal is approved by Huntsman stockholders. In the event both the Olin direct merger proposal and the Olin subsidiary merger proposal are approved by Olin shareholders and the Huntsman merger proposal is approved by the Huntsman stockholders, the parties will implement the business combination through the direct merger.

 

Q:	How do I vote my shares of Olin common stock if I am the shareholder of record?

 

A:	Olin shareholders of record may vote their shares via the Olin special meeting website at the Olin special meeting or by proxy. To vote by proxy, you must select one of the following options:

 

•

Vote online:

 

○

Access the website listed in the proxy card you received.

 

○

Have your proxy card in hand.

 

○

Follow the instructions provided on the website.

 

○

Submit the electronic proxy before the required deadline ([  ], 2026 at 11:59 p.m. Eastern Time for participants of the Olin Retirement Savings Plan and [  ], 2026 at 11:59 p.m. Eastern Time for all other Olin shareholders).

 

•

Vote by telephone:

 

○

Call the numbers listed in the proxy card you received.

 

○

Have your proxy card in hand.

 

○

Follow and comply with the recorded instructions by the applicable deadline ([  ], 2026 at 11:59 p.m. Eastern Time for participants of the Olin Retirement Savings Plan and [  ], 2026 at 11:59 p.m. Eastern Time for all other Olin shareholders).

 

•

Vote by proxy card:

 

○

Complete all the required information on the proxy card.

 

○

Sign and date the proxy card.

 

○

Return the proxy card in the postage paid envelope provided. We must receive the proxy card no later than [  ], 2026 for participants of the Olin Retirement Savings Plan or no later than [  ], 2026 for all other shareholders, for your vote to be counted.

 

Q:	If my shares of Olin common stock or Huntsman common stock are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote those shares for me?

 

A:

If your shares are held through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you. If this is the case, this joint proxy statement/prospectus has been forwarded to you by your broker, bank or other nominee. You must provide the record holder of your shares with instructions on how to vote your shares. Otherwise, your broker, bank or other nominee cannot vote your shares on the proposals to be considered at the Olin special meeting or the Huntsman special meeting, as applicable.

 

3

A “broker non-vote” occurs with respect to a particular proposal when a broker, bank or other nominee of record that holds shares for a beneficial owner (a) does not receive any voting instructions from the beneficial owner with respect to such shares, (b) does not have discretionary authority to vote on that particular proposal and (c) does have discretionary authority to vote on, and returns a valid proxy with respect to, another proposal presented on the same proxy.

Under the rules applicable to brokers, banks and other nominees who hold shares in “street name” for their customers, such brokers, banks and other nominees have authority to vote on “routine” and “discretionary” proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominees are generally prohibited from exercising their voting discretion with respect to non-routine and non-discretionary matters. All of the proposals currently expected to be voted on at the Olin special meeting and the Huntsman special meeting are non-routine and non-discretionary. As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks and other nominees will not be permitted to vote such shares. Failure to instruct your broker, bank or other nominee on how to vote your shares will have no effect on the outcome of the vote on the Olin subsidiary merger proposal, the Olin advisory compensation proposal, the Olin adjournment proposal, the Huntsman advisory compensation proposal or the Huntsman adjournment proposal. Failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Olin direct merger proposal and the Huntsman merger proposal.

 

Q:	How do I vote if I own shares of Olin common stock through the Olin employee stock ownership component of the Olin Retirement Savings Plan or other Olin employee benefit plan?

 

A:

We are sending or otherwise making this joint proxy statement/prospectus and voting materials available to participants who hold Olin common stock through the Olin employee stock ownership component of the Olin Retirement Savings Plan or other Olin employee benefit plan. The trustee of such plan will vote whole shares of stock attributable to each participant’s interest in the plans in accordance with the participant’s directions. If a participant gives no directions, the trustee will vote such participant’s shares of Olin common stock in the same manner proportionately as it votes the shares of Olin common stock for which they do receive directions.

 

Q:	How do I vote my shares held in Olin’s automatic dividend reinvestment plan?

 

A:

EQ Shareowner Services is Olin’s registrar and transfer agent and administers Olin’s automatic dividend reinvestment plan. If you participate in the plan, EQ Shareowner Services will vote any shares of Olin common stock that it holds for you in accordance with your instructions indicated on your properly executed proxy card or the vote you make online or by telephone is received no later than [  ], 2026 at 11:59 p.m. Eastern Time. If you do not submit a proxy card for your shares of record or vote online or by telephone, EQ Shareowner Services will not vote your dividend reinvestment shares.

 

Q:	What Olin shareholder vote is required for the approval of the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal?

 

A:

The Olin direct merger proposal. The Olin direct merger proposal requires approval by the affirmative vote of holders of more than two-thirds of the outstanding shares of Olin common stock entitled to be cast on the proposal at the Olin special meeting. Abstentions, failures to vote and broker non-votes (if any) will have the same effect as a vote “AGAINST” the Olin direct merger proposal.

The Olin subsidiary merger proposal. The Olin subsidiary merger proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. For purposes of attendance at the Olin special meeting or the Huntsman special meeting, all references in this joint proxy statement/prospectus to “present” shall mean virtually present or represented by proxy at the applicable special meeting.

 

4

Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin subsidiary merger proposal.

The Olin advisory compensation proposal. The Olin advisory compensation proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin advisory compensation proposal.

The Olin adjournment proposal. The Olin adjournment proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin adjournment proposal.

 

Q:	Why are Olin shareholders being asked to approve both the Olin direct merger proposal and the Olin subsidiary merger proposal?

 

A:

The directors on the Olin board unanimously recommend that Olin shareholders vote to approve both the Olin direct merger proposal and the Olin subsidiary merger proposal because they believe that the benefits of the merger, whether effected through the direct merger or the subsidiary merger, are expected to generate significant value for Olin shareholders.

Both the direct merger and the subsidiary merger deliver all of the benefits of the merger described more fully in the section entitled “The Merger—Recommendation of the Olin Board of Directors and Reasons for the Merger,” but the direct merger delivers greater financial benefits to the combined company compared to those available in the subsidiary merger in terms of capital structure efficiency, as described in this joint proxy statement/prospectus. If the merger is consummated through the subsidiary merger, two series of Huntsman’s notes—the 2.950% Senior Notes due 2031 and the 4.500% Senior Notes due 2029—will likely be required to be refinanced. Any such refinancing of such notes would be funded with the proceeds of new debt of the combined company that will accrue interest at a rate that is anticipated to be higher than the interest rate of such notes being refinanced. The increase in interest expense of the combined company from any such refinancing will result in a correspondingly lower amount of net income. See Note 7 of the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information. For additional information regarding why the Olin board recommends that Olin shareholders vote, see the section entitled “The Merger—Recommendation of the Olin Board of Directors and Reasons for the Merger.”

By presenting Olin shareholders with both the Olin direct merger proposal and the Olin subsidiary merger proposal, which have different approval thresholds by Olin shareholders, the Olin board is seeking to enhance the likelihood that this value-enhancing merger is consummated while also giving Olin shareholders the ability to potentially approve a structure that will allow certain attractively priced long-term indebtedness of Huntsman to remain in place following the merger.

 

Q:	As an Olin shareholder, should I vote “FOR” both the Olin direct merger proposal and the Olin subsidiary merger proposal?

 

A:

Olin shareholders should vote to approve both the Olin direct merger proposal and the Olin subsidiary merger proposal to help ensure the consummation of the merger. The merger cannot be consummated unless (i) at least one of the Olin direct merger proposal or the Olin subsidiary merger proposal is approved by Olin shareholders; and (ii) the Huntsman merger proposal is approved by Huntsman stockholders. Accordingly, to increase the likelihood that at least one of the direct merger or the subsidiary merger is approved by Olin shareholders, Olin shareholders should vote to approve both the Olin direct merger proposal and the Olin subsidiary merger proposal.

 

5

Q:	What Huntsman stockholder vote is required for the approval of the Huntsman merger proposal, the Huntsman advisory compensation proposal and the Huntsman adjournment proposal?

 

A:

The Huntsman merger proposal. Approval of the Huntsman merger proposal requires the affirmative vote of the holders of a majority of the shares of Huntsman common stock outstanding and entitled to vote on the proposal. Abstentions and broker non-votes (if any) will have the same effect as a vote “AGAINST” the Huntsman merger proposal. Failure to vote on the Huntsman merger proposal will have the same effect as a vote “AGAINST” the Huntsman merger proposal.

The Huntsman advisory compensation proposal. Approval of the Huntsman advisory compensation proposal requires the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman advisory compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman advisory compensation proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman advisory compensation proposal.

The Huntsman adjournment proposal. Approval of the Huntsman adjournment proposal requires the affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman adjournment proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman adjournment proposal.

 

Q:	What will happen if Huntsman stockholders approve the Huntsman merger proposal?

 

A:

The directors on the Huntsman board unanimously recommend that Huntsman stockholders vote to approve the Huntsman merger proposal because they believe that the benefits of the merger, whether effected through the direct merger or the subsidiary merger, are expected to generate significant value for Huntsman stockholders.

If the Huntsman merger proposal is approved and at least one of the Olin direct merger proposal or the Olin subsidiary merger proposal is approved by Olin shareholders, assuming satisfaction of all other conditions to closing, the merger will be consummated.

Both the direct merger and the subsidiary merger deliver all of the benefits of the merger described more fully in the section entitled “The Merger—Recommendation of the Huntsman Board of Directors and Reasons for the Merger,” but the direct merger delivers greater financial benefits to the combined company compared to those available in the subsidiary merger in terms of capital structure efficiency, as described in this joint proxy statement/prospectus. If the merger is consummated through the subsidiary merger, two series of Huntsman’s notes—the 2.950% Senior Notes due 2031 and the 4.500% Senior Notes due 2029—will likely be required to be refinanced. Any such refinancing of such notes would be funded with the proceeds of new debt of the combined company that will accrue interest at a rate that is anticipated to be higher than the interest rate of such notes being refinanced. The increase in interest expense of the combined company from any such refinancing will result in a correspondingly lower amount of net income. See Note 7 of the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information. For additional information regarding why the Huntsman board recommends that Huntsman stockholders approve the Huntsman merger proposal, see the section entitled “The Merger—Recommendation of the Huntsman Board of Directors and Reasons for the Merger.”

 

Q:	In what circumstance will the business combination be implemented as the direct merger, as opposed to the subsidiary merger?

 

A:	Assuming satisfaction of all other conditions to closing, including the approval of the Huntsman merger proposal by the Huntsman stockholders, the parties will implement the business combination through the

 

6

direct merger in the event that the Olin direct merger proposal is approved by Olin shareholders, regardless of whether the Olin subsidiary merger proposal is approved by Olin shareholders. In the event that (1) the Huntsman merger proposal is approved by the Huntsman stockholders, (2) the Olin direct merger proposal is not approved by Olin shareholders and (3) the Olin subsidiary merger proposal is approved by the Olin shareholders, the parties will implement the business combination through the subsidiary merger.

 

Q:	Who will count the votes?

 

A:	The votes at the Olin special meeting will be counted by an independent inspector of elections appointed by the Olin board. The votes at the Huntsman special meeting will be counted by an independent inspector of elections appointed by the Huntsman board.

 

Q:	What will Huntsman stockholders receive if the merger is completed?

 

A:

As a result of the merger (irrespective of whether it is consummated as the direct merger or the subsidiary merger), each share of Huntsman common stock, issued and outstanding immediately prior to the effective time, in the case of the direct merger, or the first effective time, in the case of the subsidiary merger (other than shares of Huntsman common stock that are owned by Olin or Huntsman or any wholly owned subsidiary of Olin or Huntsman (or are held in treasury by Huntsman)) will be converted into the right to receive 0.5476 shares of Olin common stock (the shares of Olin common stock to be issued in connection with the merger, the “merger consideration”). We refer to such shares of Huntsman common stock eligible to receive the merger consideration as “eligible shares.” We refer to either the effective time in the case of the direct merger or the first effective time in the case of the subsidiary merger, as applicable, as the “effective time.”

If you receive the merger consideration and would otherwise be entitled to receive a fractional share of Olin common stock, you will receive cash in lieu of such fractional share, and you will not be entitled to dividends, voting rights or any other rights in respect of such fractional share. For additional information regarding the merger consideration, see the sections entitled “The Merger—Merger Consideration to Huntsman Stockholders” and “The Merger Agreement—Consideration.”

Based on the closing price of shares of Olin common stock on NYSE, on [   ], 2026, the most recent practicable date, the merger consideration represented approximately $[    ] in value for each share of Huntsman common stock. Because Olin will issue a fixed fraction of a share of Olin common stock in exchange for each share of Huntsman common stock, the value of the merger consideration will depend on the market price of shares of Olin common stock at the time the merger is completed. The market price of shares of Olin common stock when Huntsman stockholders receive those shares after the merger is completed could be greater than, less than or the same as the market price of shares of Olin common stock on the date of this joint proxy statement/prospectus or at the time of the Huntsman special meeting or any adjournment or postponement thereof.

 

Q:	What will holders of Huntsman equity-based awards receive if the merger is completed?

 

A:	Pursuant to the merger agreement, Huntsman equity awards that are outstanding immediately prior to the effective time will be treated as follows:

 

•

Each Huntsman stock option will convert into an Olin stock option with respect to a number of shares of Olin common stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of Huntsman common stock subject to such Huntsman stock option immediately prior to the effective time and (ii) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Huntsman stock option immediately prior to the effective time divided by (B) the exchange ratio.

 

•

Each Huntsman deferred stock unit award, Huntsman phantom share award, Huntsman performance-vesting restricted stock unit award (which we refer to as a “Huntsman PSU”) and share of Huntsman

 

7

restricted stock will convert into an Olin equity award of the same type with respect to a number of shares of Olin common stock (rounded to the nearest whole share) equal to the product of (A) the number of shares of Huntsman common stock subject to such Huntsman equity award immediately prior to the effective time (for Huntsman PSUs, with performance goals deemed achieved at target level) and (B) the exchange ratio.

 

•

Huntsman equity awards that are converted into Olin equity awards in accordance with the above will generally remain subject to the same terms and conditions that applied to the corresponding Huntsman equity award, except Huntsman PSUs will no longer be subject to any performance-vesting conditions (but will remain subject to service-vesting conditions), and such converted Huntsman deferred stock units, Huntsman phantom shares, Huntsman PSUs and shares of Huntsman restricted stock will become fully vested if, during the two year period following the closing, the award holder is terminated without “cause” or resigns for “good reason”.

For additional information regarding the treatment of Huntsman equity-based awards, see the section entitled “The Merger Agreement—Treatment of Huntsman Equity-Based Awards” beginning on page 157 of this joint proxy statement/prospectus.

 

Q:	What equity stake will Huntsman stockholders hold in Olin immediately following the merger?

 

A:

Based on the exchange ratio of 0.5476 shares of Olin common stock for each share of Huntsman common stock, immediately after the closing of the merger, it is expected that Olin shareholders as of immediately prior to the merger will own approximately 54.5%, and Huntsman stockholders as of immediately prior to the merger will own approximately 45.5%, of the issued and outstanding shares of Olin common stock, in each case calculated based on the fully diluted market capitalizations of Olin and Huntsman as of the date of signing of the merger agreement. The exact equity stake of Olin shareholders and Huntsman stockholders in Olin immediately following the merger (which we refer to as the “combined company”) will depend on the number of shares of Olin common stock and the number of shares of Huntsman common stock issued and outstanding immediately prior to the effective time, as described in the section entitled “The Merger Agreement—Consideration.”

 

Q:	What will Olin shareholders receive in the merger?

 

A:

In the merger (irrespective of whether it is consummated as the direct merger or the subsidiary merger), Olin shareholders will not receive any consideration, and their shares of Olin common stock will remain outstanding and will constitute shares of Olin common stock following the merger. Following the merger, shares of Olin common stock will continue to be traded on NYSE.

 

Q:	What will holders of Olin equity-based awards receive if the merger is completed?

 

A:

Pursuant to the merger agreement, prior to the effective time, the board of directors of Olin (or, if appropriate, any committee thereof administering Olin’s stock plans) will take such actions as may be required to provide that, at the effective time, each Olin performance-vesting restricted stock unit award (which we refer to as an “Olin PSU”) that is outstanding immediately prior to the effective time will convert into an Olin service-vesting restricted stock unit award (which we refer to as an “Olin RSU”), on the same terms and conditions (including with respect to dividends or dividend equivalent rights, but excluding performance goals) as were applicable to such Olin PSU immediately prior to the effective time, with performance goals deemed achieved at target level, resulting in Olin PSUs being treated in the same manner as Huntsman PSUs.

 

In addition, for Olin PSUs granted to Olin executive officers prior to January 1, 2025 (which we refer to as the “pre-2025 Olin PSUs”), if the closing occurs prior to the date on which the pre-2025 Olin PSUs vest pursuant to their existing terms, then such pre-2025 Olin PSUs will become vested and payable (with performance goals deemed achieved at target level) upon the occurrence of the closing.

 

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For additional information regarding the treatment of Olin equity-based awards, see the section entitled “The Merger Agreement—Treatment of Olin Equity-Based Awards” beginning on page 158 of this joint proxy statement/prospectus.

 

Q:	What will the combined company be named?

 

A:	Olin’s articles of incorporation will be amended effective as of the effective time to change the name of Olin to “OlinHuntsman Corporation.”

 

Q:	What will be the composition of the board of directors and management of the combined company following the closing of the merger?

 

A:

The combined company board will have ten members, comprised of (a) four directors from among the members of the Olin board as of immediately prior to the effective time, each of whom will be designated by the Olin board prior to the effective time, (b) four directors from among the members of the Huntsman board as of immediately prior to the effective time, each of whom will be designated by the Huntsman board prior to the effective time, and (c) the chief executive officer of Olin as of immediately prior to the effective time and the chief executive officer of Huntsman as of immediately prior to the effective time.

Kenneth T. Lane, the current Chief Executive Officer and President of Olin has been designated, effective as of the effective time, to continue to serve as the chief executive officer of the combined company. Peter R. Huntsman, the current Chief Executive Officer and President of Huntsman, has been designated, effective as of the effective time, to serve as the non-executive Chair of the combined company board. Olin and Huntsman have announced that upon closing of the merger, the following individuals have been designated to serve in the positions indicated: Philip M. Lister, current Executive Vice President and Chief Financial Officer of Huntsman, will serve as the Chief Financial Officer of the combined company; and Todd A. Slater, current Senior Vice President and Chief Financial Officer of Olin, will serve as the Chief Integration Officer of the combined company.

The combined company board will have three standing committees, consisting of (a) the Audit Committee, (b) the Compensation Committee and (c) the Nominating and Governance Committee. The chair of the Audit Committee will be a Huntsman legacy independent director, and the chair of each of the Compensation Committee and the Nominating and Governance Committee will be an Olin legacy independent director. The combined company will also have a Strategic Integration Committee to oversee the integration initiatives arising out of the merger. The chair of the Strategic Integration Committee will be the non-executive Chair of the combined company board or a member of the combined company board designated by the non-executive Chair. Each committee will be composed of an equal number of Huntsman legacy independent directors and Olin legacy independent directors.

For additional information, please see “The Merger—Board of Directors of the Combined Company Following the Consummation of the Merger.”

 

Q:	How do the Olin and Huntsman boards recommend that I vote?

 

A:

Olin. The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal. For additional information regarding how the Olin board recommends that Olin shareholders vote, see the section entitled “The Merger—Recommendation of the Olin Board of Directors and Reasons for the Merger.”

Huntsman. The Huntsman board unanimously recommends that Huntsman stockholders vote “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal and “FOR” the Huntsman adjournment proposal. For additional information regarding how the Huntsman board recommends that Huntsman stockholders vote, see the section entitled “The Merger—Recommendation of the Huntsman Board of Directors and Reasons for the Merger.”

 

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Q:	Do Olin directors and officers and Huntsman directors and officers have interests that may differ from those of other Olin shareholders and Huntsman stockholders?

 

A:

Yes. In considering the proposals to be voted on at the Olin and Huntsman special meetings, Olin shareholders and Huntsman stockholders should be aware and take into account the fact that certain Olin and Huntsman directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Olin shareholders and Huntsman stockholders.

The Olin board and the Huntsman board were aware of and carefully considered these interests, among other matters, in evaluating the terms and structure and overseeing the negotiation of the merger, in approving the merger agreement and the transactions contemplated thereby, including the merger, and in recommending that the Olin shareholders and Huntsman stockholders approve the applicable proposals. For additional information, see the sections entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger” and “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger” beginning on page 136 and 141 of this joint proxy statement/prospectus, respectively.

 

Q:	Are there any Olin shareholders or Huntsman stockholders who have already committed to voting in favor of the Olin direct merger proposal, the Olin subsidiary merger proposal or the Huntsman merger proposal?

 

A:

Yes. On June 15, 2026, concurrently with the execution of the merger agreement, Olin, First Merger Sub and Second Merger Sub entered into a voting and support agreement (which we refer to as the “voting and support agreement”) with Peter R. Huntsman and affiliated entities (which we refer to as the “holders”), in their capacities as Huntsman stockholders, pursuant to which and subject to the conditions contained therein, each holder has agreed, among other things, to vote all of such holder’s shares of Huntsman common stock beneficially owned (a) in favor of the adoption of the merger agreement and any other matters necessary for the consummation of the direct merger or subsidiary merger, as applicable, and other transactions contemplated by the merger agreement and (b) against any third party takeover proposal or other transaction, proposal, agreement or action made in opposition to adoption of the merger agreement or in competition or inconsistent with the transactions or matters contemplated by the merger agreement. The voting and support agreement terminates in certain circumstances as specified in the voting and support agreement. At the close of business on the record date, the shares that are subject to the voting and support agreement represented approximately [ ]% of the outstanding voting power of Huntsman common stock. The voting and support agreement is attached as Annex G to this joint proxy statement/prospectus.

For additional information, please see “The Merger—Voting and Support Agreement.”

 

Q:	Why are Olin shareholders and Huntsman stockholders being asked to vote on executive officer compensation?

 

A:

The SEC has adopted rules that require Olin and Huntsman to seek a non-binding advisory vote on certain compensation that may be paid or become payable to Olin’s named executive officers and Huntsman’s named executive officers, respectively, that is based on or otherwise relates to the merger. Olin and Huntsman urge their shareholders and stockholders, respectively, to read the sections entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger” and “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger” beginning on page 136 and 141 of this joint proxy statement/prospectus, respectively.

 

Q:

What happens if either the Olin advisory compensation proposal or the Huntsman advisory compensation proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the respective named executive officers in connection with the consummation of the merger is not approved?

 

A:	Approval, on a non-binding advisory basis, of the compensation that may be paid or become payable to the Olin named executive officers and the Huntsman named executive officers in connection with the

 

10

consummation of the merger is not a condition to consummation of the merger. The vote on each of the Olin advisory compensation proposal and the Huntsman advisory compensation proposal, in each case, is a non-binding advisory vote. If the merger is completed, Olin or Huntsman may each be obligated to pay all or a portion of this compensation to its named executive officers in connection with the consummation of the merger or certain terminations of employment following the merger, even if Olin shareholders or Huntsman stockholders fail to approve the Olin advisory compensation proposal or the Huntsman advisory compensation proposal, respectively.

 

Q:	Who is entitled to vote at the special meeting?

 

A:

Olin special meeting. The Olin board has fixed [   ], 2026 as the record date for the Olin special meeting. All holders of record of shares of Olin common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Olin special meeting (or any postponement or adjournment of the Olin special meeting) via the Olin special meeting website or by proxy, provided that those shares remain outstanding on the date of the Olin special meeting. As of the record date, there were [    ] shares of Olin common stock outstanding. Attendance at the Olin special meeting via the Olin special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the Olin special meeting are provided in this section below.

Huntsman special meeting. The Huntsman board has fixed [   ], 2026 as the record date for the Huntsman special meeting. All holders of record of shares of Huntsman common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the Huntsman special meeting (or any postponement or adjournment of the Huntsman special meeting) via the Huntsman special meeting website or by proxy, provided that those shares remain outstanding on the date of the Huntsman special meeting. As of the record date, there were [    ] shares of Huntsman common stock outstanding. Attendance at the Huntsman special meeting via the Huntsman special meeting website is not required to vote. Instructions on how to vote your shares without virtually attending the Huntsman special meeting are provided in this section below.

 

Q:	How many votes do I have?

 

A:	Olin shareholders. Each Olin shareholder of record is entitled to one vote for each share of Olin common stock held of record by such shareholder as of the close of business on the record date.

Huntsman stockholders. Each Huntsman stockholder of record is entitled to one vote for each share of Huntsman common stock held of record by such stockholder as of the close of business on the record date.

 

Q:	What constitutes a quorum for each of the Olin and Huntsman special meetings?

 

A:

Quorum for the Olin special meeting. In order for business to be conducted at the Olin special meeting, a quorum must be present. A quorum at the Olin special meeting requires the presence in person or by proxy of shares representing a majority of the votes entitled to be cast by shares of Olin common stock.

Quorum for the Huntsman special meeting. In order for business to be conducted at the Huntsman special meeting, a quorum must be present. A quorum at the Huntsman special meeting requires the presence in person or by proxy of the holders of a majority of the voting power of the outstanding Huntsman common stock entitled to vote.

 

Q:	What will happen to Huntsman as a result of the merger?

 

A:

If the direct merger is consummated, Huntsman will merge with and into Olin, with Olin as the surviving entity and the Olin articles of incorporation will be amended effective as of the effective time to change its name to “OlinHuntsman Corporation.” As a result of the direct merger, the separate corporate existence of Huntsman will cease, and Olin will continue as the surviving entity following the direct merger.

 

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If the subsidiary merger is consummated, First Merger Sub will merge with and into Huntsman, with Huntsman surviving as the initial surviving company, immediately followed by a second subsidiary merger of the initial surviving company with and into Second Merger Sub, with Second Merger Sub surviving the second subsidiary merger as the final surviving company. As a result of the subsidiary merger, the separate corporate existence of First Merger Sub and Huntsman will cease, and Second Merger Sub will continue as the surviving company of the subsidiary merger and as a direct, wholly owned subsidiary of Olin. If the subsidiary merger is consummated, the Olin articles of incorporation will be amended effective as of the effective time to change its name to “OlinHuntsman Corporation.”

Furthermore, upon the consummation of the merger, shares of Huntsman common stock will be delisted from NYSE and will no longer be publicly traded. Following the merger, OlinHuntsman Corporation will be traded on the NYSE under a new ticker symbol to be mutually agreed.

 

Q:	I own shares of Huntsman common stock. What will happen to those shares as a result of the merger?

 

A:

If the merger is completed (irrespective of whether it is consummated as the direct merger or the subsidiary merger), each of your shares of Huntsman common stock will be converted into the right to receive 0.5476 shares of Olin common stock. All such shares of Huntsman common stock, when so converted, will cease to be outstanding and will automatically be canceled. Each holder of a share of Huntsman common stock that was outstanding immediately prior to the effective time will cease to have any rights with respect to shares of Huntsman common stock, except the right to receive the merger consideration, any dividends or distributions made with respect to shares of Olin common stock with a record date after the effective time, and any cash to be paid in lieu of any fractional shares of Olin common stock, in each case to be issued or paid upon the exchange of any book-entry shares of Huntsman common stock for merger consideration. For additional information, see the sections entitled “The Merger—Merger Consideration to Huntsman Stockholders” and “The Merger Agreement—Effective Times; Consideration.”

 

Q:	Where will the Olin common stock that Huntsman stockholders receive in the merger be publicly traded?

 

A:	Assuming the merger is completed, the shares of Olin common stock that Huntsman stockholders receive in connection with the merger will be listed and traded on NYSE under the name OlinHuntsman Corporation and a new ticker symbol to be mutually agreed.

 

Q:	What happens if the merger is not completed?

 

A:

If (a) the Olin direct merger proposal and the Olin subsidiary merger proposal are not approved by Olin shareholders, (b) the Huntsman merger proposal is not approved by Huntsman stockholders or (c) the merger is not completed for any other reason, Huntsman stockholders will not receive any merger consideration in connection with the merger, and their shares of Huntsman common stock will remain outstanding. Huntsman will remain an independent public company and Huntsman common stock will continue to be listed and traded on the NYSE. If the merger agreement is terminated under specified circumstances, either Huntsman or Olin (depending on the circumstances) may be required to (i) pay the other party a termination fee or (ii) reimburse the reasonable and documented out-of-pocket fees and expenses of the other party, subject to a cap of $30 million. For a more detailed discussion of the termination-related fees, see “The Merger Agreement—Termination.”

 

Q:	What is a proxy and how can I vote my shares without attending the special meetings?

 

A:	A proxy is a legal designation of another person to vote the stock you own on your behalf.

 

We recommend that you promptly submit your vote by proxy even if you currently plan to attend the Olin special meeting or the Huntsman special meeting. Voting in advance by proxy does not preclude your opportunity to attend the special meeting and vote again via the special meeting website.

 

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Olin. If you are a shareholder of record of Olin common stock as of the close of business on [    ], 2026, the record date, you can vote your proxy by phone, the internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank, trustee or other nominee, or otherwise by following instructions provided by your broker, bank, trustee or other nominee. Phone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank, trustee or other nominee.

 

Huntsman. If you are a stockholder of record of Huntsman common stock as of the close of business on [   ], 2026, the record date, you can vote your proxy by phone, the internet or mail by following the instructions provided in the enclosed proxy card. Please note that if you are a beneficial owner, you may vote by submitting voting instructions to your broker, bank, trustee or other nominee, or otherwise by following instructions provided by your broker, bank, trustee or other nominee. Phone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank, trustee or other nominee.

 

Q:	Can I vote my shares via the Olin special meeting website or the Huntsman special meeting website?

 

A:

Olin. Shares of Olin common stock held directly in your name as the shareholder of record as of the close of business on [   ], 2026, the record date, may be voted at the Olin special meeting via the Olin special meeting website. Please note that attendance alone at the Olin special meeting via the Olin special meeting website will not cause the voting of your shares; you must affirmatively vote by proxy or via the Olin special meeting website. If you choose to attend the Olin special meeting and vote your shares via the Olin special meeting website, you will need the 11-digit control number included on your proxy card. If you are a beneficial owner of Olin common stock but not the shareholder of record of such shares of Olin common stock, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares.

Huntsman. Shares of Huntsman common stock held directly in your name as the stockholder of record as of the close of business on [   ], 2026, the record date, may be voted at the Huntsman special meeting via the Huntsman special meeting website. Please note that attendance alone at the Huntsman special meeting via the Huntsman special meeting website will not cause the voting of your shares; you must affirmatively vote by proxy or via the Huntsman special meeting website. If you choose to attend the Huntsman special meeting and vote your shares via the Huntsman special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of Huntsman common stock but not the stockholder of record of such shares of Huntsman common stock, you will need to obtain a control number from your broker, bank, trustee or other nominee holder of record giving you the right to vote the shares.

 

Q:	What is the difference between holding shares as a shareholder or stockholder of record and as a beneficial owner?

 

A:

Olin. If your shares of Olin common stock are registered directly in your name with Olin’s transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank, trustee or other nominee who is considered the shareholder of record with respect to those shares.

Huntsman. If your shares of Huntsman common stock are registered directly in your name with Huntsman’s transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and access to proxy materials is being provided directly to you. If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, then you are considered the

 

13

beneficial owner of those shares, which are considered to be held in “street name.” Access to proxy materials is being provided to you by your broker, bank, trustee or other nominee who is considered the stockholder of record with respect to those shares.

 

Q:	Can I vote my shares at the special meeting if I am only a beneficial owner and not a shareholder or stockholder of record?

 

A:

If you are a beneficial owner of shares of Olin common stock or Huntsman common stock, you are also invited to attend the Olin special meeting or the Huntsman special meeting, respectively. However, because you are not the Olin shareholder of record or Huntsman stockholder of record, you may not vote your shares at the Olin special meeting or the Huntsman special meeting, respectively, unless you request and obtain a “legal proxy” issued in your own name from your broker, bank, trustee or other nominee.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials for the Olin special meeting or the Huntsman special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Olin common stock or Huntsman common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.

 

Q:	I hold shares of both Olin and Huntsman common stock. Do I need to vote separately for each company?

 

A:

Yes. You will need to separately follow the applicable procedures described in this joint proxy statement/prospectus both with respect to the voting of shares of Olin common stock and with respect to the voting of shares of Huntsman common stock in order to effectively vote the shares of common stock you hold in each company.

 

Q:	If a shareholder or stockholder gives a proxy, how will the shares of Olin or Huntsman common stock, as applicable, covered by the proxy be voted?

 

A:

If you provide a proxy, regardless of whether you provide that proxy by phone, the internet or completing and returning the applicable enclosed proxy card, the individuals named on the enclosed proxy card will vote your shares of Olin common stock or your shares of Huntsman common stock, as applicable, in the way that you indicate when providing your proxy in respect of the shares of common stock you hold in such company. When completing the phone or internet processes or the proxy card, you may specify whether your shares of Olin or Huntsman common stock, as applicable, should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Olin special meeting or the Huntsman special meeting, as applicable.

 

Q:	How will my shares of Olin or Huntsman common stock, as applicable, be voted if I return a blank proxy?

 

A:

Olin. If you return a properly executed proxy and do not indicate how you want your shares of Olin common stock to be voted, then your shares of Olin common stock will be voted “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal.

 

14

Huntsman. If you sign, date and return your proxy and do not indicate how you want your shares of Huntsman common stock to be voted, then your shares of Huntsman common stock will be voted “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal and “FOR” the Huntsman adjournment proposal.

 

Q:	Can I change my vote after I have submitted my proxy?

 

A:	Olin. Yes. If you are a shareholder of record of Olin common stock as of the close of business on the record date, whether you vote by phone, the internet or mail, you can change or revoke your proxy before it is voted at the Olin special meeting in one of the following ways:

 

•

complete, properly execute and return a new proxy card or voting instruction form with a later date;

 

•

vote again by phone or the internet prior to or during the Olin special meeting;

 

•

give written notice of the change of your voting instructions or revocation prior to the Olin special meeting to the Office of the Secretary at Olin at 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA; or

 

•

attend the Olin special meeting online and vote your shares via the Olin special meeting website. Please note that your attendance at the meeting via the Olin special meeting website will not alone serve to revoke your previously submitted proxy; instead, you must vote your shares via the Olin special meeting website in order to do so.

If you are a beneficial owner of Olin common stock as of the close of business on the record date, you must follow the instructions of your broker, bank, trustee or other nominee to revoke or change your voting instructions.

Huntsman. Yes. If you are a stockholder of record of Huntsman, you may revoke a previously submitted proxy at any time before the polls close at the Huntsman special meeting by:

 

•

voting again by telephone or through the Internet;

 

•

requesting, completing and mailing in a new paper proxy card;

 

•

giving written notice of revocation to our Corporate Secretary, which must be received before the Huntsman special meeting, by mail to Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com; or

 

•

attending the Huntsman special meeting online and voting your shares electronically (merely attending the Huntsman special meeting will not revoke a prior submitted proxy).

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.

 

Q:	Will Olin and Huntsman be required to submit their respective proposals to their shareholders or stockholders even if the Olin board or the Huntsman board has withdrawn, modified or qualified its recommendation?

 

A:

Yes. Unless the merger agreement is terminated before the Olin special meeting or the Huntsman special meeting, as applicable, Olin is required to submit the Olin direct merger proposal and the Olin subsidiary merger proposal to Olin shareholders, and Huntsman is required to submit the Huntsman merger proposal to Huntsman stockholders, in each case even if the Olin board or the Huntsman board, as applicable, has withdrawn, modified or qualified its recommendation.

 

Q:	Where can I find the voting results of the special meetings?

 

A:	The preliminary voting results for the Olin special meeting and the Huntsman special meeting are expected to be announced at the applicable special meeting. In addition, within four business days following the

 

15

special meeting, Olin and Huntsman each intend to file the final voting results (or, if the final results have not yet been certified, the preliminary voting results) of its respective special meeting with the SEC on a Current Report on Form 8-K.

 

Q:	Are Olin shareholders and Huntsman stockholders entitled to appraisal rights or dissenters’ rights in connection with the merger?

 

A:	Olin shareholders. Under Virginia law, Olin shareholders are not entitled to appraisal rights or dissenters’ rights in connection with the direct merger or the subsidiary merger.

Huntsman stockholders. Under Delaware law, Huntsman stockholders are not entitled to appraisal rights or dissenters’ rights in connection with the merger.

For more information, see the section entitled “The Merger—No Appraisal Rights” beginning on page 134 of this joint proxy statement/prospectus.

 

Q:	Are there any risks that I should consider as an Olin shareholder and/or Huntsman stockholder in deciding how to vote?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 38 of this joint proxy statement/prospectus. You also should read and carefully consider the risk factors of Olin and Huntsman contained in the documents that are incorporated by reference in this joint proxy statement/prospectus.

 

Q:	What happens if I sell my shares before the special meetings?

 

A:

Olin shareholders. The record date for Olin shareholders entitled to vote at the Olin special meeting is earlier than the date of the Olin special meeting. If you transfer your shares of Olin common stock after the record date but before the Olin special meeting, you will, unless special arrangements are made, retain your right to vote at the Olin special meeting.

Huntsman stockholders. The record date for Huntsman stockholders entitled to vote at the Huntsman special meeting is earlier than the date of the Huntsman special meeting. If you transfer your shares of Huntsman common stock after the record date but before the Huntsman special meeting, you will, unless special arrangements are made, retain your right to vote at the Huntsman special meeting but will have transferred the right to receive the merger consideration to the person to whom you transferred your shares of Huntsman common stock (assuming such holder continues to hold such shares until the effective time).

 

Q:	What are the material U.S. federal income tax consequences of the merger to Huntsman stockholders?

 

A:

The parties intend that the merger qualify as a reorganization for U.S. federal income tax purposes. Accordingly, Huntsman stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Olin common stock as described in “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 184 of this joint proxy statement/prospectus.

You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to U.S. federal non-income, state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisors for a full understanding of the tax consequences to you of the merger. For a further discussion of the material U.S. federal income tax consequences of the merger, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 184 of this joint proxy statement/prospectus.

 

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Q:	When is the merger expected to be completed?

 

A:

Olin and Huntsman are working to complete the merger as quickly as possible. Subject to the satisfaction or waiver of the conditions described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 180 of this joint proxy statement/prospectus, the merger is expected to close in the first half of 2027. However, neither Olin nor Huntsman can predict the actual date on which the merger will be completed, nor can the parties provide assurance that the merger will be completed, because completion is subject to conditions beyond either party’s control. In addition, if the merger is not completed by June 15, 2027 (unless otherwise agreed by the parties), either Olin or Huntsman may choose not to proceed with the merger by terminating the merger agreement, provided that, under certain circumstances related to obtaining regulatory approvals, such date will be automatically extended to September 15, 2027 or further extended to December 15, 2027, as described in the section entitled “The Merger Agreement—Termination—Termination Rights” beginning on page 180 of this joint proxy statement/prospectus.

 

Q:	If I am a Huntsman stockholder, how will I receive the merger consideration to which I am entitled?

 

A:

If you are a holder of book-entry shares representing eligible shares of Huntsman common stock (which we refer to as “Huntsman book-entry shares”) which are held through the Depository Trust Company (which we refer to as “DTC”), the exchange agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the effective time of the merger, the merger consideration, cash in lieu of any fractional shares of Olin common stock and any dividends and other distributions on the shares of Olin common stock issuable as merger consideration, in each case, that DTC has the right to receive.

If you are a holder of record of Huntsman book-entry shares which are not held through DTC, the exchange agent will deliver to you, as soon as practicable after the effective time of the merger, (a) a notice advising you of the effectiveness of the merger, (b) a statement reflecting the aggregate whole number of shares of Olin common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (c) a check in the amount equal to the cash payable in lieu of any fractional shares of Olin common stock and dividends and other distributions on the shares of Olin common stock issuable to you as merger consideration.

No interest will be paid or accrued on any amount payable for shares of Huntsman common stock eligible to receive the merger consideration pursuant to the merger agreement.

For additional information on the exchange of Huntsman common stock for the merger consideration, see the section entitled “The Merger Agreement—Exchange and Payment Procedures.”

 

Q:	If I am a holder of Huntsman common stock, will the shares of Olin common stock issued in the merger receive a dividend?

 

A:

After the consummation of the merger, the shares of Olin common stock issued in connection with the merger will carry with them the right to receive the same dividends on shares of Olin common stock as all other holders of shares of Olin common stock, for any dividend the record date of which occurs after the merger is completed.

 

Q:	Who will solicit and pay the cost of soliciting proxies?

 

A:

Olin. Olin has retained Innisfree M&A Incorporated (which we refer to as “Innisfree”) to assist in the solicitation process. Olin has engaged Innisfree to solicit proxies for an estimated fee of $70,000, plus an additional success fee of $25,000 if Olin shareholders approve the Olin direct merger proposal or the Olin subsidiary merger proposal, as well as reasonable and customary documented expenses. Olin also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

 

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Huntsman. Huntsman has also retained Innisfree to assist in the solicitation process. Huntsman will pay Innisfree an estimated fee of $50,000, as well as reasonable and customary documented expenses. Huntsman also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

 

Q:	What should I do now?

 

A:

You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the internet as soon as possible so that your shares of Olin common stock and/or Huntsman common stock will be voted in accordance with your instructions.

 

Q:	Who can answer my questions about the Olin and/or Huntsman special meeting or the transactions contemplated by the merger agreement?

 

A:	Olin shareholders. If you have any questions about the Olin special meeting or the information contained in this joint proxy statement/prospectus or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact Olin’s proxy solicitor:

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Shareholders may call toll free: (877) 750-8332

Banks and Brokers may call collect: (212) 750-5833

Huntsman stockholders. If you have questions about the Huntsman special meeting or the information contained in this joint proxy statement/prospectus, or desire additional copies of this joint proxy statement/prospectus or additional proxies, contact Huntsman’s proxy solicitor:

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Stockholders may call toll free: (877) 800-5182

Banks and Brokers may call collect: (212) 750-5833

 

Q:	Where can I find more information about Olin, Huntsman and the merger?

 

A:	You can find out more information about Olin, Huntsman and the merger by reading this joint proxy statement/prospectus and, with respect to Olin and Huntsman, from various sources described in the section entitled “Where You Can Find More Information.”

 

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The Olin common stock is listed on the NYSE under the symbol “OLN.” The Huntsman common stock is listed on the NYSE under the symbol “HUN.”

The high and low trading prices for the Olin common stock on June 15, 2026, the last trading day immediately before the public announcement of the merger, were $25.54 and $24.69, respectively. The high and low trading prices for the Huntsman common stock on June 15, 2026, the last trading day immediately before the public announcement of the merger, were $16.09 and $15.72, respectively.

As of [    ], the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were [    ] shares of Olin common stock outstanding and [    ] shares of Huntsman common stock outstanding.

Because the exchange ratio will not be adjusted for changes in the market price of either Olin common stock or Huntsman common stock, the market value of Olin common stock that Huntsman stockholders will have the right to receive on the date the merger is completed may vary significantly from the market value of the Olin common stock that Huntsman stockholders would receive if the merger was completed on the date of this joint proxy statement/prospectus. As a result, you should obtain recent market prices of Olin common stock and Huntsman common stock prior to voting your shares. For additional information, see the section entitled “Risk Factors” beginning on page 38 of this joint proxy statement/prospectus.

The following table sets forth the closing sale price per share of Olin common stock as reported on the NYSE and the closing sale price per share of Huntsman common stock as reported on the NYSE, in each case on June 15, 2026, the last trading day before the public announcement of the parties entering into the merger agreement, and on [    ], the last practicable trading day prior to the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of Huntsman common stock as of the same two dates. The implied value was calculated by multiplying the NYSE closing price of a share of Olin common stock on the relevant date by the exchange ratio of 0.5476 shares of Olin common stock for each share of Huntsman common stock.

 

		Olin Common Stock Closing Price				Huntsman Common Stock Closing Price				Exchange Ratio				Implied Per Share Value of Merger Consideration
June 15, 2026		$	25.30			$	15.89				0.5476			$	13.85
[    ]		$	[   ]			$	[   ]				0.5476			$	[   ]

Olin shareholders and Huntsman stockholders are encouraged to obtain current market quotations for Olin common stock and Huntsman common stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of Olin common stock before or after the effective date of the merger. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Dividends

Olin currently pays a quarterly dividend on Olin common stock. Olin last paid a quarterly dividend of $0.20 per share of Olin common stock on June 12, 2026. The terms of the merger agreement limit Olin’s ability to declare or pay additional dividends, except for regular quarterly cash dividends in an amount not to exceed $0.20 per share per quarter declared and paid in respect of the Olin common stock at such times and in a manner consistent with Olin’s historical quarterly dividend practice, prior to the consummation of the merger.

 

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Huntsman currently pays a quarterly dividend on Huntsman common stock. Huntsman last paid a quarterly dividend of $0.0875 per share of Huntsman common stock on June 30, 2026. The terms of the merger agreement limit Huntsman’s ability to declare or pay additional dividends, except for regular quarterly cash dividends in an amount not to exceed $0.0875 per share per quarter declared and paid in respect of the Huntsman common stock at such times and in a manner consistent with Huntsman’s historical quarterly dividend practice, prior to the consummation of the merger.

The dividend policies of Olin or Huntsman may change at any time at the discretion of the respective company’s board and without notice to the respective company’s shareholders or stockholders.

 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 52 of this joint proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by each of Olin and Huntsman. For additional information, see “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus. In addition to the risks set forth below or referenced above, new risks may emerge from time to time and it is not possible to predict all risk factors, nor can Olin or Huntsman assess the impact of all factors on the merger and the combined company following the merger or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

Risks Relating to the Merger

The number of shares of Olin common stock issuable in the merger in respect of one share of Huntsman common stock is fixed and will not be adjusted. Because the market price of Olin common stock may fluctuate, Huntsman stockholders cannot be sure of the market value of the merger consideration they will receive in exchange for their shares in connection with the merger.

At the time the merger is completed, each issued and outstanding eligible share of Huntsman common stock will be converted into the right to receive the merger consideration, which consists of 0.5476 shares of Olin common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either Huntsman common stock or Olin common stock prior to the closing of the merger. Accordingly, the market value of the merger consideration that Huntsman stockholders will receive in the merger will vary based on the price of Olin common stock at the time Huntsman stockholders receive the merger consideration, and, accordingly, Huntsman stockholders cannot be sure of the market value of the merger consideration they will receive upon the closing of the merger. The market price of Olin common stock has fluctuated since the date on which Olin and Huntsman announced they had entered into the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus through the date the merger is completed, which could occur a considerable amount of time after the date of this joint proxy statement/prospectus. Changes in the price of Olin common stock may result from a variety of factors, including general market and economic conditions, changes in Olin’s and Huntsman’s businesses, operations and prospects, changes in market assessments of the likelihood that the merger will be completed or the value that may be generated by the merger, changes with respect to expectations regarding the timing of the merger and regulatory considerations. Many of these factors are beyond Olin’s and Huntsman’s control.

Olin shareholders and Huntsman stockholders, in each case as of immediately prior to the merger, will have reduced ownership in the combined company and less influence over management.

Based on the number of issued and outstanding shares of Huntsman common stock as of [    ], Olin anticipates issuing up to approximately [    ] shares of Olin common stock pursuant to the merger agreement. The actual number of shares of Olin common stock to be issued pursuant to the merger agreement will be determined at the closing of the merger based on the number of shares of Huntsman common stock outstanding immediately prior to the merger. The issuance of these new shares could have the effect of depressing the market price of Olin common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Olin’s earnings per share could cause the price of Olin common stock to decline or increase at a reduced rate.

Immediately after the closing of the merger, it is expected that Olin shareholders as of immediately prior to the merger will own approximately 54.5%, and Huntsman stockholders as of immediately prior to the merger

 

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will own approximately 45.5%, of the issued and outstanding shares of the combined company’s common stock, in each case calculated based on the fully diluted market capitalizations of Olin and Huntsman as of the date of signing of the merger agreement. As a result, current Olin shareholders and current Huntsman stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of Olin and Huntsman, respectively.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied or waived prior to the closing of the merger, which are described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 180 of this joint proxy statement/prospectus. These conditions to the consummation of the merger may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.

In addition, if the merger is not completed by June 15, 2027 (subject to automatic extensions under certain circumstances described in the section entitled “The Merger Agreement—Termination” beginning on page 180 of this joint proxy statement/prospectus), either Olin or Huntsman may choose not to proceed with the merger by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval by either Olin shareholders or Huntsman stockholders. In addition, Olin and Huntsman may elect to terminate the merger agreement in certain other circumstances as further detailed in “The Merger Agreement—Termination.”

The merger may not be completed as the direct merger, which is the parties’ preferred structure for consummating this business combination.

The Olin board and the Huntsman board believe that the merger, irrespective of whether consummated as the direct merger or the subsidiary merger, will generate significant value for shareholders or stockholders, as applicable, of both companies, and have unanimously recommended that the Olin shareholders and the Huntsman stockholders vote “FOR” both the Olin direct merger proposal and the Olin subsidiary merger proposal, in the case of Olin shareholders, and the Huntsman merger proposal, in the case of Huntsman stockholders. See the section entitled “The Merger—Recommendation of the Olin Board of Directors and Reasons for the Merger” and “The Merger—Recommendation of the Huntsman Board of Directors and Reasons for the Merger.”

The direct merger is the parties’ preferred structure for consummating this business combination because it delivers greater financial benefits to the combined company compared to those available in the subsidiary merger in terms of capital structure efficiency and allows certain attractively priced long-term indebtedness of Huntsman to remain in place following the merger. However, the Olin direct merger proposal requires approval by the affirmative vote of holders of more than two-thirds of the outstanding shares of Olin common stock entitled to be cast on the proposal at the Olin special meeting, which is a higher approval threshold compared to the Olin subsidiary merger proposal, which requires approval by a majority of the votes cast at the Olin special meeting. Accordingly, there is a possibility that the merger will be consummated as the subsidiary merger and not the direct merger.

The merger agreement limits the ability of either Olin or Huntsman to pursue alternatives to the merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require either Olin or Huntsman to pay the other a termination fee or reimburse the other for certain of its expenses.

The merger agreement contains provisions that may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of either Olin or Huntsman from considering or submitting to either Olin or Huntsman a competing proposal that might result in greater value to their respective shareholders or stockholders than the merger, or may result in a potential acquirer of Olin, or a potential competing acquirer of

 

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Huntsman, proposing to pay a lower price per share to acquire Olin or Huntsman, respectively, than it might otherwise have proposed to pay. These provisions include a general prohibition on Olin and Huntsman from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Olin board or the Huntsman board, as the case may be, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction. Furthermore, even if the Olin board or the Huntsman board withdraws, qualifies or modifies its recommendation with respect to the Olin direct merger proposal and/or the Olin subsidiary merger proposal, in the case of the Olin board, or the Huntsman merger proposal, in the case of the Huntsman board, unless the merger agreement has been terminated in accordance with its terms, each of Olin and Huntsman will still be required to submit the Olin direct merger proposal and the Olin subsidiary merger proposal, in the case of the Olin board, and the Huntsman merger proposal, in the case of the Huntsman board, to a vote by the Olin shareholders and the Huntsman stockholders, respectively. The merger agreement further provides that under specified circumstances, including after a change of recommendation by either party’s board of directors and a subsequent termination of the merger agreement by the other party in accordance with its terms, Olin or Huntsman, as applicable, may be required to pay the other party a cash termination fee of $121 million.

Moreover, under specified circumstances, either Olin or Huntsman may be required to reimburse the other party for certain of its expenses in an amount not to exceed $30 million. For additional information, see “The Merger Agreement—Covenants and Agreements—No Solicitation” and “The Merger Agreement—Termination” beginning on pages 166 and 180, respectively, of this joint proxy statement/prospectus.

Failure to complete the merger, or a delay in the closing of the merger, could negatively impact Olin’s or Huntsman’s respective businesses, results of operations, financial conditions and stock prices.

The merger agreement is subject to a number of conditions that must be fulfilled to complete the merger. Those conditions include, among others, the approval by Olin shareholders of the Olin direct merger proposal or the Olin subsidiary merger proposal and the Huntsman merger proposal and certain regulatory approvals. A number of the conditions are not within the control of Olin or Huntsman and may prevent, delay or otherwise materially adversely affect the closing of the merger. Neither Olin nor Huntsman can predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and neither can assure you that it will be able to timely complete the merger as currently contemplated under the merger agreement or at all. Olin’s and Huntsman’s respective businesses, results of operations, financial conditions or stock prices could be adversely affected, potentially in a material way, by the failure to complete the merger, or by a delay in the closing of the merger, and Olin or Huntsman may suffer consequences that could adversely affect their respective businesses, results of operations, financial conditions and stock prices, including the following:

 

•

Olin and Huntsman may not realize any or all of the potential benefits of the merger, including any synergies that could result from combining their financial and business resources;

 

•

matters relating to the merger will require substantial commitments of time and resources by Olin and Huntsman management, which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to Olin or Huntsman as independent companies;

 

•

Olin and Huntsman have each incurred and will incur further substantial expenses in connection with the merger, including financial advisory, legal, accounting, consulting and other advisory fees, severance/retention employee benefit-related costs and other regulatory fees and other costs relating to the merger regardless of whether the merger is completed;

 

•

Olin or Huntsman may be subject to legal proceedings related to the potential delay of, or failure to complete, the merger;

 

•

Olin or Huntsman may experience disruptions to their respective businesses resulting from the announcement and pendency of the merger, including adverse changes in relationships with, or loss of,

 

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customers, business partners and employees, which may not be reversible and may continue or even intensify in the event the merger is delayed or not completed;

 

•

Olin or Huntsman may experience negative reactions to the merger, including if the merger is not completed, from the financial markets, including negative impacts on the market prices of Olin common stock and Huntsman common stock; and

 

•

under the merger agreement, Olin and Huntsman are subject to certain restrictions on the conduct of their respective businesses prior to completing the merger, which restrictions could adversely affect their ability to conduct their respective businesses as they otherwise would have done if not subject to these restrictions.

In addition to the above risks, if the merger agreement is terminated under specified circumstances, either Olin or Huntsman may be required to pay the other a termination fee of $121 million or reimburse certain of the other’s expenses in an amount not to exceed $30 million. For a description of these circumstances, see “The Merger Agreement—Termination” beginning on page 180 of this joint proxy statement/prospectus.

Olin directors and executive officers and Huntsman directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Olin shareholders and Huntsman stockholders generally.

Certain Olin directors and executive officers and Huntsman directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Olin shareholders and Huntsman stockholders generally. These interests include, among others, the potential continued employment of certain executive officers of Olin and Huntsman in the combined company, the potential appointment or continued service (as applicable) of certain Olin and Huntsman directors and executive officers as directors of the combined company, rights to continuing indemnification and directors’ and officers’ liability insurance, certain vested payments or benefits becoming payable in connection with the closing of the merger, the treatment of Olin and Huntsman equity awards provided for under the merger agreement as further described in the sections entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger—Treatment of Olin Equity-Based Awards” and “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger—Treatment of Huntsman Equity-Based Awards” beginning on pages 137 and 143, respectively, of this joint proxy statement/prospectus and certain severance and other benefits payable in the event of certain qualifying terminations following the closing of the merger, as further described in the sections entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger” and “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger” beginning on pages 136 and 141, respectively, of this joint proxy statement/prospectus. The Olin board and the Huntsman board were aware of and considered, among other matters, the interests of their respective directors and officers when overseeing the negotiation of and evaluating the terms of the merger agreement and structure of the merger and when determining their respective recommendations to their respective shareholders or stockholders, as applicable.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is based on a number of preliminary estimates and assumptions. After the merger, the future results of the combined company may differ, possibly materially, from the unaudited pro forma condensed combined financial information presented in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only, is based on a variety of adjustments, assumptions and preliminary estimates and may not be an indication of the financial position or results of operations of the combined company following the merger for several reasons. Specifically, the unaudited pro forma condensed combined financial information does not reflect the effect of any potential acquisitions, divestitures or restructurings that may occur prior to or subsequent to the closing of the merger or integration costs. In addition, the unaudited pro forma condensed combined financial information has been prepared with the assumption that Olin will be identified as the acquirer under U.S. generally accepted accounting principles (which we refer to as

 

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“GAAP”) and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 188 of this joint proxy statement/prospectus. In addition, the merger and post-merger integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the merger or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by the combined company. The actual financial position and results of operations of the combined company following the merger may not be consistent with, or evident from, the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors, including the risk factors described in the sections entitled “Risk Factors—Risks Relating to Olin’s Business” and “Risk Factors—Risks Relating to Huntsman’s Business” below. Any potential decline in the financial condition or results of operations of the combined company may cause significant variations in the price of Olin common stock. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

The opinions of Olin’s and Huntsman’s respective financial advisors do not reflect changes in circumstances between the signing of the merger agreement and the closing of the merger.

Olin and Huntsman have received opinions from their respective financial advisors in connection with the signing of the merger agreement but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of Olin or Huntsman, general market and economic conditions and other factors that may be beyond the control of Olin or Huntsman, and on which the opinions of Olin’s and Huntsman’s financial advisors were based, may significantly alter the value of Olin or Huntsman or the prices of the shares of Olin common stock or Huntsman common stock by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any date other than the date of such opinions. Because Olin and Huntsman do not currently anticipate asking their respective financial advisors to update their opinions, the opinions do not address the fairness of the exchange ratio from a financial point of view at the time the merger is completed. The Olin board’s recommendation that Olin shareholders vote in favor of the proposals on the agenda for the Olin special meeting and the Huntsman board’s recommendation that Huntsman stockholders vote in favor of the proposals on the agenda for the Huntsman special meeting, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that Olin and Huntsman received from their respective financial advisors, see “The Merger—Opinion of Olin’s Financial Advisor” and “The Merger—Opinions of Huntsman’s Financial Advisors” beginning on pages 95 and 109, respectively, of this joint proxy statement/prospectus. A copy of the opinion of Lazard Frères & Co. LLC, financial advisor to Olin, is attached as Annex D to this joint proxy statement/prospectus, and copies of the opinions of each of Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, financial advisors to Huntsman, are attached as Annex E and Annex F, respectively, to this joint proxy statement/prospectus, and each such opinion is incorporated by reference herein in its entirety.

The forecasted financial information relating to Olin and Huntsman prepared in connection with the merger is based on various estimates and assumptions that may not be realized, which may adversely affect the market price of the combined company common stock following the closing of the merger.

This joint proxy statement/prospectus includes certain financial information considered by Olin and Huntsman in connection with their respective businesses. The forecasted financial information prepared by Olin or Huntsman was not prepared with a view towards public disclosure or with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants, or any other regulatory or professional body for preparation or presentation of prospective financial information. The forecasted financial information is inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict

 

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and many of which are beyond the control of Olin and Huntsman. Important factors that may affect the actual results of Olin and Huntsman and cause the forecasted financial information to not be achieved include risks and uncertainties relating to Olin’s and Huntsman’s respective businesses, industry performance, the regulatory environment, general business and economic conditions and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 52 of this joint proxy statement/prospectus. In view of these uncertainties, the inclusion of forecasted financial information in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The forecasted financial information has been prepared by, and is the responsibility of Olin management and Huntsman management, as applicable. The independent accountants of Olin and Huntsman have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying forecasted financial information and, accordingly, the independent accountants of Olin and Huntsman do not express an opinion or any other form of assurance with respect thereto. The reports of the independent accountants of Olin and Huntsman incorporated by reference herein relate to the respective company’s previously issued financial statements. They do not extend to the forecasted financial information and should not be read to do so. In addition, the forecasted financial information reflects estimates and assumptions based on the experience of Olin and Huntsman management as of the date on which they were made, which are subject to change and do not reflect revised prospects for Olin’s and Huntsman’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the forecasted financial information was prepared. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and neither Olin nor Huntsman undertakes any obligation, other than as required by applicable law, to update the forecasted financial information to reflect events or circumstances after the dates as of which the forecasted financial information were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. In addition, since such forecasted financial information covers multiple years, and the underlying information by its nature becomes less predictive with each successive year, there can be no assurance that Olin’s, Huntsman’s or the combined company’s financial condition or results of operations will be consistent with those set forth in such forecasted financial information.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees at either Olin or Huntsman, which could adversely affect the future business and operations of the combined company following the merger.

Each of Olin and Huntsman depends on the experience and industry knowledge of its management personnel and other key employees to execute its business plans. The success of the combined company after the merger will depend in part on its ability to retain or attract key management personnel and other key employees. During the pendency or following the closing of the merger, Olin’s and Huntsman’s respective current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and closing of the merger or the operations of the combined company, any of which may have an adverse effect on Olin’s and Huntsman’s ability to retain, attract or motivate key management and other key personnel. If Olin and Huntsman are unable to retain or motivate personnel, including key management personnel, who are critical to the future operations of the combined company, then Olin, Huntsman or the combined company could face disruptions in their respective operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment, training and retention costs. In addition, the loss of key Olin or Huntsman personnel could diminish the anticipated benefits of the merger. No assurance can be given that the combined company will be able to retain or attract key management personnel and other key employees of Olin or Huntsman to the same extent that Olin and Huntsman have previously been able to retain or attract their own employees.

 

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The business relationships of Olin and Huntsman may be subject to disruption due to uncertainty associated with the merger, which could have a material adverse effect on the business, financial condition, cash flows and results of operations of Olin or Huntsman pending and following the merger.

Parties with which Olin or Huntsman does business may experience uncertainty associated with the merger, including with respect to current or future business relationships with Olin or Huntsman following the merger. Olin’s and Huntsman’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than Olin or Huntsman following the merger. These disruptions could have a material and adverse effect on the business, financial condition, cash flows and results of operations of Olin or Huntsman, regardless of whether the merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the merger. The risk and adverse effects of any disruption could be exacerbated by a delay in closing of the merger or termination of the merger agreement.

Consummation of the merger may trigger change-in-control or other provisions in certain agreements to which Olin or Huntsman is a party.

The consummation of the merger may trigger change-in-control or other provisions in certain agreements to which Olin or Huntsman or their respective subsidiaries are a party. If Olin and Huntsman are unable to obtain the counterparties’ consents or waivers of those provisions, the counterparties may exercise their rights and remedies under the applicable agreements, including in some instances potentially terminating the agreements or seeking monetary damages. Even if Olin and Huntsman are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined company.

In addition, in connection with the merger, Olin and Huntsman have agreed that the merger will constitute a “change in control,” or term of similar import, under certain Olin compensation and benefit arrangements and Huntsman compensation and benefit arrangements, as applicable, which may result in additional payments and benefits to directors and executive officers, as further described in more detail in the sections entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger” and “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger” beginning on pages 136 and 141, respectively, of this joint proxy statement/prospectus.

The need for regulatory approvals may delay the closing date or may diminish the benefits of the merger.

Olin and Huntsman are required to obtain the approvals of certain regulatory agencies before completing the merger, as detailed in the section entitled “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger; Regulatory Approvals” beginning on page 171 of this joint proxy statement/prospectus. Although Olin and Huntsman expect that all required regulatory approvals will be obtained, satisfying any requirements of these regulatory agencies may delay the closing date. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the merger could not be completed), or may contain conditions or restrictions on closing of the merger that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the merger, which might have an adverse effect on the combined company following the merger. Furthermore, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the merger to the combined company or otherwise have an adverse effect on the combined company following the merger.

In addition, closing of the merger is conditioned on the approval by NYSE of the listing of the shares of Olin common stock to be issued in the merger, subject to official notice of issuance. Although Olin has agreed to

 

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take all actions reasonably necessary to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained.

Olin or Huntsman may waive one or more of the closing conditions without re-soliciting shareholder or stockholder approval, as applicable.

Olin or Huntsman may determine to waive, in whole or in part, one or more of the conditions to closing the merger prior to Olin or Huntsman, as the case may be, being obligated to complete the merger. Each of Olin and Huntsman currently expects to evaluate the materiality of any waiver and its effect on its respective shareholders and stockholders in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the merger, to re-solicit shareholder or stockholder approval, as applicable, or to amend or supplement this joint proxy statement/prospectus as a result of a waiver will be made by Olin or Huntsman at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement subjects Olin and Huntsman to restrictions on their respective business activities prior to the effective time of the merger.

The merger agreement restricts Olin and Huntsman from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires each party to continue its operations in the ordinary course, until the closing of the merger. These restrictions could be in place for an extended period of time if the closing of the merger is delayed and, if the other party’s consent is not received, could prevent Olin or Huntsman from pursuing attractive business opportunities that may arise prior to the closing of the merger. For a description of the restrictive covenants to which Olin and Huntsman are subject, see “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to Closing” beginning on page 160 of this joint proxy statement/prospectus.

Olin and Huntsman will incur significant costs in connection with the merger, which may be in excess of those anticipated by Olin or Huntsman.

Each of Olin and Huntsman has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the merger and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the merger, including, among other things, fees paid to financial, legal and accounting advisors, employee retention, severance and benefits costs, filing fees and potential debt restructuring costs. Many of these costs will be borne by Olin or Huntsman, as applicable, even if the merger is not completed.

Olin and Huntsman also expect to incur transaction-related costs in connection with the formulation and implementation of integration plans, including the costs of consolidating facilities and systems and other employment-related costs. Olin and Huntsman will continue to assess the magnitude of these costs. Additional unanticipated costs may be incurred in connection with the merger and the integration of the two companies’ businesses. Although Olin and Huntsman each expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the benefits of combining the businesses to offset the costs of integration over time, this net benefit may not be achieved in the near term, or at all. For additional information, see “Risk Factors—Risks Relating to the Combined Company Following Consummation of the Merger—The failure to integrate the businesses and operations of Olin and Huntsman successfully in the expected time frame may adversely affect the future results of the combined company” below.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition, cash flows and operating results of the combined company following the closing of the merger.

 

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Litigation relating to the merger, if any, could result in an injunction preventing the closing of the merger and/or substantial costs to Olin and Huntsman.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Olin’s and Huntsman’s respective liquidity and financial conditions. Lawsuits that may be brought against Olin, Huntsman or their respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the merger. One of the conditions to the consummation of the merger is the absence of any law or judgment from a governmental authority that enjoins or otherwise prohibits the closing of the merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the merger, that injunction may delay or prevent the merger from being completed within the expected timeframe, or at all, which may adversely affect Olin’s and Huntsman’s respective businesses, financial conditions, cash flows or results of operations. In addition, either Olin or Huntsman may terminate the merger agreement if any legal restraint that enjoins or otherwise prohibits closing of the merger has become final and non-appealable; provided that if the imposition of such legal restraint is the proximate result of a breach of the merger agreement, then this termination right is not available to such breaching party. There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect Olin’s or Huntsman’s businesses, financial conditions, cash flows or results of operations.

Risks Relating to the Combined Company Following Consummation of the Merger

If the merger is completed, the combined company may not perform as Olin, Huntsman or the market expects and may fail to realize the projected benefits and cost savings of the merger, which could adversely affect the value of the Olin common stock held by Olin shareholders immediately prior to the merger or received by Huntsman stockholders in connection with the merger.

The success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and cost savings from combining Olin’s and Huntsman’s respective businesses, including operational and other synergies that Olin and Huntsman believe the combined company will be able to achieve. The anticipated benefits and cost savings of the merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that Olin and Huntsman do not currently foresee. Risks that may be associated with the combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee and customer retention and increased indebtedness described in this section.

The market price of the combined company’s common stock will continue to fluctuate after the merger.

Upon the closing of the merger, Huntsman stockholders who receive merger consideration will become holders of shares of common stock of the combined company (which we refer to as “combined company common stock”). The market price of combined company common stock may fluctuate significantly following the closing of the merger and holders of combined company common stock could lose some or all of the value of their investment. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, combined company common stock, regardless of the combined company’s actual operating performance.

 

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The market price of combined company common stock after the closing of the merger may be affected by factors different from those that historically have affected or currently affect Olin common stock or Huntsman common stock.

Upon the closing of the merger, Huntsman stockholders who receive the merger consideration will become holders of Olin common stock. The combined company’s financial position after the closing of the merger may differ from Olin’s financial position before the closing of the merger, and the results of operations or cash flows of the combined company after the closing of the merger may be affected by factors different from those currently affecting the financial position or results of operations or cash flows of Olin and Huntsman, respectively. Accordingly, the market price and performance of the combined company common stock after the closing of the merger likely will be different from the performance of Olin common stock or Huntsman common stock in the absence of the merger. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the combined company common stock, regardless of its actual operating performance. For a discussion of the businesses of Olin and Huntsman and of some important factors to consider in connection with those businesses, see “Risk Factors—Risks Relating to Olin’s Business” and “Risk Factors—Risks Relating to Huntsman’s Business” below.

The failure to integrate the businesses and operations of Olin and Huntsman successfully in the expected time frame may adversely affect the future results of the combined company.

Olin and Huntsman have operated and, until the closing of the merger, will continue to operate independently. Following the closing of the merger, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key Olin employees or key Huntsman employees, the loss of customers, suppliers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with and following the closing of the merger or higher-than-expected integration costs and an overall post-closing integration process that takes longer than originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating the operations of Olin and Huntsman in order to realize the anticipated benefits of the merger:

 

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combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more diversified business;

 

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combining the businesses of Olin and Huntsman in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the merger;

 

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avoiding delays in connection with the merger or the integration process;

 

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integrating personnel from the two companies and minimizing the loss of key employees;

 

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identifying and eliminating redundant functions and assets;

 

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harmonizing the companies’ operating practices, employee development, benefits and compensation programs, internal controls, compliance and other policies, procedures and processes;

 

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maintaining existing agreements with customers, suppliers, vendors and other business counterparties and avoiding delays in entering into new agreements with prospective customers, suppliers, vendors and other business counterparties;

 

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coordinating geographically separate organizations;

 

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addressing possible differences in business backgrounds, corporate cultures and management philosophies; and

 

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consolidating the companies’ operating, administrative and information technology infrastructure and financial systems.

 

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Many of these factors will be outside of the control of Olin and Huntsman, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts, which could materially affect the combined company’s financial position, results of operations and cash flows. If the combined company is unable to achieve the anticipated benefits of the merger within the anticipated time frame, or at all, the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, may not be realized fully or at all, or may take longer to realize than expected, and the value of the combined company’s common stock may decline.

In addition, at times, the attention of certain members of either company’s or both companies’ management and other resources may be focused on the closing of the merger and the integration of the two businesses and as such diverted from day-to-day business operations or other opportunities that may be beneficial to either company, which may disrupt either company’s ongoing operations and the operations of the combined company.

The merger may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties of Olin or Huntsman may terminate or scale back their current or prospective business relationships with the combined company. In addition, Olin and Huntsman have contracts with customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties that may require Olin or Huntsman to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, service providers, suppliers, vendors, joint venture participants or other business counterparties are adversely affected by the merger, or if the combined company loses the benefits of the contracts of Olin or Huntsman, the business, financial condition, cash flows or results of operations of the combined company could be materially and adversely affected.

The indebtedness of the combined company following consummation of the merger will be substantially greater than Olin’s indebtedness on a standalone basis or Huntsman’s indebtedness on a standalone basis, in each case, existing prior to the consummation of the merger. The indebtedness of the combined company could adversely affect its business flexibility.

As of March 31, 2026, Olin had approximately $3.0 billion of outstanding indebtedness, consisting primarily of amounts outstanding under Olin’s outstanding senior notes (which we refer to as the “Olin notes”), its revolving credit and term loan facilities and accounts receivable program. As of March 31, 2026, Huntsman had approximately $2.1 billion of outstanding indebtedness, consisting primarily of amounts outstanding under the Huntsman notes, the Huntsman revolving credit facility and the Huntsman A/R programs (each, as defined below). For more information, see “The Merger—Treatment of Huntsman Indebtedness” beginning on page 150 of this joint proxy statement/prospectus.

The combined company’s substantial indebtedness may reduce its flexibility to respond to changing business and economic conditions, and could have adverse effects on its financial condition, cash flows or results of operations, including by:

 

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imposing additional cash requirements on the combined company in order to support interest payments, which would reduce the amount available to fund its operations and other business activities;

 

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increasing the combined company’s borrowing costs and the risk of default on debt obligations of the combined company;

 

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increasing the vulnerability of the combined company to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business;

 

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•

limiting the ability of the combined company to sell assets, engage in strategic transactions, declare and pay dividends or obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes;

 

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limiting the flexibility of the combined company in planning for or reacting to changes in its business and the industry in which it operates;

 

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increasing the exposure of the combined company to a rise in interest rates, which would generate greater interest expense to the extent the combined company does not have applicable interest rate fluctuation hedges; and

 

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reducing funds available to engage in investments in product development, capital expenditures, dividend payments, share repurchases and other activities, thereby creating competitive disadvantages for the combined company relative to other companies with lower debt levels.

In the event the merger is consummated through the subsidiary merger, the combined company may be required to make an offer to purchase certain series of Huntsman notes and to obtain financing to fund such purchases. The combined company may not be able to finance any such change of control offer, and such financing or any other financing the combined company may undertake to refinance Huntsman’s indebtedness could increase the combined company’s borrowing costs.

Olin and Huntsman are reviewing the treatment of Huntsman’s existing indebtedness and Olin may, but is not obligated to, refinance, repurchase, redeem, exchange or otherwise terminate all or a portion of the Huntsman notes in connection with or following the consummation of the merger. Olin and/or Huntsman may also conduct one or more exchange offers, offers to purchase and/or consent solicitations in relation to the Huntsman notes, but no decisions with respect thereto have been made as of the date of this joint proxy statement/prospectus.

In the event the merger is consummated through the subsidiary merger and Huntsman’s 2029 Notes and 2031 Notes (each as defined below) are rated below investment grade by at least two of the three credit rating agencies on the 60th day following the closing of the merger, the terms of the 2029 Notes and 2031 Notes will require Huntsman International LLC to commence a change of control offer to repurchase the notes at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the purchase. The combined company will have substantial indebtedness, and there can be no assurance that the rating agencies will upgrade the credit ratings of such Huntsman notes in connection with the merger. As a result, if the merger is consummated through a subsidiary merger, the combined company may need to obtain financing to fund the repurchase of these change of control offers. Furthermore, the subsidiary merger will constitute a change of control, and therefore an event of default or termination event, as applicable, under each of the Huntsman revolving credit facility and the Huntsman A/R programs. Consequently, Olin and Huntsman intend to terminate and repay any amounts outstanding under the Huntsman revolving credit facility and the Huntsman A/R programs in connection with consummation of the merger, and may need to obtain additional financing in connection therewith.

The combined company’s ability to arrange additional financing or refinancing of this existing debt will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its control. There can be no assurance that the combined company will be able to obtain additional financing or refinance existing debt on favorable terms or at all, including in connection with any change of control offer.

For more information, see “The Merger—Treatment of Huntsman Indebtedness” beginning on page 150 of this joint proxy statement/prospectus.

 

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Declaration, payment and amounts of dividends, if any, distributed to the combined company shareholders will be uncertain.

Although each of Olin and Huntsman has paid cash dividends on its respective shares of common stock in the past, the combined company board may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future. Decisions on whether, when and in which amounts to declare and pay any future dividends will remain in the discretion of the full combined company board (as constituted following the merger). Any dividend payment amounts will be determined by the combined company board on a quarterly basis, and it is possible that the combined company board may increase or decrease the amount of dividends paid in the future, or determine not to declare dividends in the future, at any time and for any reason. Olin and Huntsman expect that any such decisions will depend on the combined company’s financial condition, results of operations, cash balances, cash requirements, future prospects, the outlook for commodity prices and other considerations that the combined company board deems relevant, including, but not limited to: whether the combined company has enough cash to pay such dividends due to its cash requirements, capital spending plans, cash flows or financial position; the combined company’s desire to maintain or improve the credit ratings on its debt; and applicable restrictions under Virginia law. Olin shareholders and Huntsman stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared. For additional information, see “Comparative Per Share Market Price and Dividend Information” beginning on page 36 of this joint proxy statement/prospectus.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

In accordance with ASC 805, (as defined below) the merger will be accounted for as an acquisition by Olin pursuant to the acquisition method of accounting for business combinations. Under the acquisition method of accounting, Olin will record the net tangible and identifiable intangible assets and liabilities of Huntsman and its subsidiaries as of the closing of the merger, at their respective fair values. The reported financial condition and results of operations of the combined company for periods after the closing of the merger will reflect Huntsman balances and results after the closing of the merger but will not be restated retroactively to reflect the historical financial position or results of operations of Huntsman and its subsidiaries for periods prior to the merger. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 188 of this joint proxy statement/prospectus.

Under the acquisition method of accounting, the total purchase price will be allocated to Huntsman’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of the closing of the merger, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Shares of Olin common stock received by Huntsman stockholders as a result of the merger will have different rights from shares of Huntsman common stock.

Upon the closing of the merger, Huntsman stockholders will no longer be stockholders of Huntsman, and Huntsman stockholders who receive merger consideration will become holders of the combined company common stock. There will be important differences between the current rights of Huntsman stockholders and the rights to which such stockholders will be entitled as shareholders of the combined company. For a discussion of the different rights associated with shares of Olin common stock, see “Comparison of Shareholders’ / Stockholders’ Rights” beginning on page 206 of this joint proxy statement/prospectus.

 

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The market price of combined company common stock may decline in the future as a result of the sale of shares of combined company common stock held by former Huntsman stockholders or current Olin shareholders.

Based on the number of shares of Huntsman common stock outstanding as of [    ], 2026, Olin anticipates issuing up to approximately [    ] shares of Olin common stock pursuant to the merger agreement. Following their receipt of shares of Olin common stock as merger consideration in the merger, former Huntsman stockholders may seek to sell the shares of combined company common stock delivered to them, and the merger agreement contains no restriction on the ability of former Huntsman stockholders to sell such shares following the closing of the merger. Other Olin shareholders may also seek to sell shares of combined company common stock held by them following the closing of the merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of Olin common stock, may affect the market for, and the market price of, combined company common stock in an adverse manner.

Risks Relating to Olin’s Business

In addition to the risk factors described above relating to the combined company, you should read and consider risk factors specific to Olin’s business that will also affect the combined company. These risks are described in Part I, Item 1A of Olin’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Risks Relating to Huntsman’s Business

In addition to the risk factors described above relating to the combined company, you should read and consider risk factors specific to Huntsman’s businesses that will also affect the combined company. These risks are described in Part I, Item 1A of Huntsman’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Risks Relating to Tax Matters

You should read the discussion under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” for a further discussion of U.S. federal income tax considerations relating to the merger.

The parties intend that the merger qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming, as the parties intend, that the merger is treated as a reorganization for U.S. federal income tax purposes, a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Olin common stock as described in “Material U.S. Federal Income Tax Consequences of the Merger.”

Notwithstanding the above, no assurance can be given that the Internal Revenue Service will not assert, or that a court would not sustain, that the merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder of Huntsman common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain matters contained in this joint proxy statement/prospectus contain “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 merger, the future results of the combined company and the benefits anticipated to be realized from the merger, the impact of the merger on the combined company’s business, projections as to the amount and timing of synergies and the closing date for the merger and other uncertainties and contingencies in connection with the foregoing. The statements contained in this joint proxy statement/prospectus that are not statements of historical facts may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 joint proxy statement/prospectus to identify such forward-looking statements.

The assumptions used as a basis for the forward-looking 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 merger may not achieve some or all of the anticipated benefits and that the merger 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 merger by Olin shareholders or Huntsman stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the merger 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; (vi) the effect of the announcement or pendency of the merger 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 merger diverting management’s attention from Olin’s and Huntsman’s ongoing business operations; (viii) the risk of shareholder litigation in connection with the merger, 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

 

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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 joint proxy statement/prospectus speaks only as of the date hereof. Neither Olin nor Huntsman undertake any obligation to update publicly any forward-looking statements, or any other information in this joint proxy statement/prospectus 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 joint proxy statement/prospectus are qualified in their entirety by this cautionary statement.

 

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INFORMATION ABOUT THE COMPANIES

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Phone: (314) 480-1400

Olin is a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Olin’s operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester, all of which are capital-intensive manufacturing businesses. For the fiscal year ended December 31, 2025, Olin had sales of $6,780.8 million. Olin’s 2025 operating income was $5.3 million and net income (loss) was $(100.5) million. Olin common stock is listed on NYSE, trading under the symbol “OLN.”

For additional information about Olin and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Huntsman Corporation

10003 Woodloch Forest Drive

The Woodlands, Texas 77380

Phone: (281) 719-6000

Huntsman is a global manufacturer of diversified organic chemical products. Huntsman operates in three segments: Polyurethanes, Performance Products and Advanced Materials. Huntsman products comprise many different chemicals and chemical formulations, which Huntsman markets globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Huntsman’s products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, power generation and refining. Many of Huntsman’s products offer effects such as premium insulation in homes and buildings and the lightweighting of airplanes and automobiles that help conserve energy. Huntsman is a leading global producer in many of its key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer formulations. Huntsman’s revenues for the year ended December 31, 2025 were $5,683 million. Huntsman’s 2025 operating (loss) income was $(131) million and net (loss) income was $(284) million.

Huntsman, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses, which were founded by Jon M. Huntsman. Mr. Huntsman founded the predecessor to Huntsman in 1970 as a small packaging materials company. Since then, Huntsman has transformed through a series of acquisitions and divestitures and now owns a global portfolio of businesses with a primary focus on improving energy efficiency. Huntsman operates all of its businesses through Huntsman International LLC, its wholly owned subsidiary. Huntsman International LLC is a Delaware limited liability company and was formed in 1999. Huntsman common stock is listed on the New York Stock Exchange under the ticker symbol “HUN.”

For additional information about Huntsman and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Olympus Merger Sub, Inc.

c/o Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

 

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First Merger Sub is a direct, wholly owned subsidiary of Olin. To the extent that the merger is implemented through the subsidiary merger, upon the completion of the first subsidiary merger, First Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on June 11, 2026 for the sole purpose of effecting the subsidiary merger.

Hook Merger Sub LLC

c/o Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Second Merger Sub is a direct, wholly owned subsidiary of Olin. To the extent that the merger is implemented through the subsidiary merger, upon the completion of the second subsidiary merger, Second Merger Sub will survive as a direct, wholly owned subsidiary of Olin. Second Merger Sub was formed in Delaware on June 11, 2026 for the sole purpose of effecting the subsidiary merger.

 

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SPECIAL MEETING OF OLIN SHAREHOLDERS

Date, Time and Place

The Olin special meeting will be held virtually via live webcast on [    ], 2026, at [    ], Central Time. Because the Olin special meeting is completely virtual and being conducted via live webcast, Olin shareholders will not be able to attend the Olin special meeting in person. To enter the Olin special meeting, shareholders, or their proxyholder, may participate, vote, and ask questions at the Olin special meeting by visiting https://register.proxypush.com/OLN and using their 11-digit control number found on their proxy card or instruction form. Olin intends to mail this joint proxy statement/prospectus and the enclosed form of proxy to its shareholders entitled to vote (in person virtually or by proxy) at the Olin special meeting on or about [    ], 2026.

Purpose of the Olin Special Meeting

The purpose of the Olin special meeting is to consider and vote on the following proposals:

 

•

a proposal to approve the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger, which we refer to as the “Olin direct merger proposal”;

 

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a proposal to approve the issuance of shares of Olin common stock in connection with the subsidiary merger, which we refer to as the “Olin subsidiary merger proposal”;

 

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a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the direct merger, which we refer to as the “Olin advisory compensation proposal”; and

 

•

a proposal to approve one or more adjournments of the Olin special meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies, if there are not sufficient votes cast at the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal, which we refer to as the “Olin adjournment proposal.”

Olin will transact no other business at the Olin special meeting.

Recommendation of the Olin Board of Directors

The Olin board unanimously recommends that Olin shareholders vote:

 

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“FOR” the Olin direct merger proposal;

 

•

“FOR” the Olin subsidiary merger proposal;

 

•

“FOR” the Olin advisory compensation proposal; and

 

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“FOR” the Olin adjournment proposal.

For additional information on the recommendation of the Olin board, see the section entitled “The Merger—Recommendation of the Olin Board of Directors and Reasons for the Merger.”

Record Date and Outstanding Shares of Olin Common Stock

Only holders of record of issued and outstanding shares of Olin common stock as of the close of business on [    ], 2026, the record date for the Olin special meeting, are entitled to notice of, and to vote at, the Olin special meeting, whether via the Olin special meeting website or by proxy, or any adjournment or postponement of the Olin special meeting.

 

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As of the close of business on the record date, there were [    ] shares of Olin common stock issued and outstanding and entitled to vote at the Olin special meeting. Olin shareholders may cast one vote for each share of Olin common stock held by them as of the close of business on the record date.

Quorum; Abstentions, Failure to Vote and Broker Non-Votes

A quorum of Olin shareholders is necessary for Olin to conduct business with respect to a proposal. Under the Olin bylaws, the presence at the Olin special meeting, whether via the Olin special meeting website or by proxy, of shares representing a majority of the outstanding shares of Olin common stock entitled to vote on each of the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal will be necessary to establish a quorum. If you submit a properly executed proxy card, even if you vote “AGAINST” the proposal or vote to “ABSTAIN” in respect of the proposal, your shares of Olin common stock will be counted for purposes of calculating whether a quorum is present.

If you are a shareholder of record and you do not provide your proxy by signing and returning your proxy card or via the internet, by telephone or vote at the Olin special meeting via the Olin special meeting website, your shares will not be voted with respect to a proposal at the Olin special meeting, will not be counted as present via the Olin special meeting website or by proxy with respect to a proposal at the Olin special meeting and will not be counted as present for purposes of determining whether a quorum exists.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Olin board.

A “broker non-vote” occurs with respect to a particular proposal when a broker, bank or other nominee of record that holds shares for a beneficial owner (a) does not receive any voting instructions from the beneficial owner with respect to such shares, (b) does not have discretionary authority to vote on that particular proposal and (c) does have discretionary authority to vote on, and returns a valid proxy with respect to, another proposal presented on the same proxy.

Under applicable stock exchange rules, brokers, banks and other nominees do not have discretionary authority to vote on the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal or the Olin adjournment proposal and will not be able to vote on the Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal or the Olin adjournment proposal absent instructions from the beneficial owner. Accordingly, the failure of a beneficial owner to provide voting instructions to its broker, bank, or other nominee will result in a broker non-vote, which will not be considered present and entitled to vote on the Olin subsidiary merger proposal, the Olin advisory compensation proposal or the Olin adjournment proposal or for the purpose of determining the presence of a quorum with respect to the vote thereon, and will have the same effect as a vote “AGAINST” the Olin direct merger proposal.

Required Vote

The votes required for each Olin proposal are as follows:

 

•

The Olin direct merger proposal. The Olin direct merger proposal requires approval by the affirmative vote of holders of more than two-thirds of the outstanding shares of Olin common stock entitled to be cast on the proposal at the Olin special meeting. Abstentions, failures to vote and broker non-votes (if any) will have the same effect as a vote “AGAINST” the Olin direct merger proposal.

 

•

The Olin subsidiary merger proposal. The Olin subsidiary merger proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin subsidiary merger proposal.

 

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•

The Olin advisory compensation proposal. The Olin advisory compensation proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin advisory compensation proposal.

 

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The Olin adjournment proposal. The Olin adjournment proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote, and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin adjournment proposal.

The Olin direct merger proposal, the Olin subsidiary merger proposal, the Olin advisory compensation proposal and the Olin adjournment proposal are described in the sections entitled “Olin Proposals—The Olin Direct Merger Proposal,” “Olin Proposals—The Olin Subsidiary Merger Proposal,” “Olin Proposals—The Olin Advisory Compensation Proposal” and “Olin Proposals—The Olin Adjournment Proposal,” respectively.

Methods of Voting

Olin shareholders, whether holding shares directly as shareholders of record or beneficially in “street name,” may vote by providing their proxies via the internet by going to the web address provided on the enclosed proxy card and following the instructions for internet voting, by phone using the toll-free phone number listed on the enclosed proxy card or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Olin shareholders of record may vote their shares via the Olin special meeting website at the Olin special meeting or by submitting their proxies:

 

•

by phone;

 

•

by the internet; or

 

•

by completing, signing and returning your proxy or voting instruction card via mail.

Olin shareholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Voting by Proxy

Whether you hold your shares of Olin common stock directly as the shareholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the Olin special meeting. You can vote by proxy by phone, the internet or mail by following the instructions provided in the enclosed proxy card. If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Olin board. We recommend that you promptly submit your vote by proxy even if you currently plan to attend the Olin special meeting. Voting in advance by proxy does not preclude your opportunity to attend the special meeting and vote again via the special meeting website.

Voting via the Olin Special Meeting Website

Shares held directly in your name as shareholder of record may be voted at the Olin special meeting via the Olin special meeting website. If you choose to attend the Olin special meeting online and vote your shares via the Olin special meeting website, you will need the control number included on your proxy card. Even if you plan to attend the Olin special meeting, the Olin board recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Olin special meeting.

 

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If you are a beneficial holder, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

For more information, see the section entitled “—Attending the Olin Special Meeting Virtually” beginning on page 61 of this joint proxy statement/prospectus.

Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Olin common stock, you may contact Innisfree M&A Incorporated, Olin’s proxy solicitor, toll-free at (877) 750-8332, or for brokers and banks, collect at (212) 750-5833.

Adjournments

In accordance with the Olin bylaws, if a quorum is not present at the Olin special meeting, the chair of the Olin special meeting or Olin shareholders holding a majority of the votes cast on the matter of adjournment, in person or by proxy, may adjourn the Olin special meeting from time to time until a quorum is obtained. If a quorum is present but there are not sufficient votes at the time of the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal, then Olin shareholders may be asked to vote on the Olin adjournment proposal and thereby adjourn the Olin special meeting to a later time and place.

At any subsequent reconvening of the Olin special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Olin special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

In addition, the merger agreement provides that Olin may, after consultation with Huntsman in good faith, adjourn, recess or postpone the Olin special meeting (a) if it is necessary to postpone or adjourn the Olin special meeting to ensure that any required supplement or amendment to the joint proxy statement/prospectus is provided to the shareholders of Olin within a reasonable amount of time in advance of the Olin special meeting, (b) if as of the time for which the Olin special meeting is originally scheduled there are insufficient shares of Olin common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Olin special meeting or (c) to solicit additional proxies for the purpose of obtaining approval for the Olin direct merger proposal or Olin subsidiary merger proposal (including at the request of Huntsman in connection with the foregoing). However, unless otherwise agreed to by Huntsman, the Olin special meeting will not be postponed or adjourned (x) by more than 10 days or (y) in the case of (b) above, by more than 15 days after the date on which the Olin special meeting was (or was required to be) originally scheduled (in each case excluding any adjournments or postponements required by law or judgment), and will not be adjourned or postponed to a date that is on or after the date that is three business days prior to June 15, 2027, or the extended outside date, if applicable.

Revocability of Proxies

If you are a shareholder of record of Olin, whether you vote by phone, the internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

 

•

submit a new proxy card bearing a later date;

 

•

vote again by phone or the internet at a later time;

 

•

give written notice before the meeting to the Office of the Secretary at Olin, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA; or

 

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•

attend the Olin special meeting online and vote your shares. Please note that your attendance at the meeting via the Olin special meeting website will not alone serve to revoke your proxy; instead, you must vote your shares via the Olin special meeting website.

Proxy Solicitation Costs

The enclosed proxy card is being solicited by Olin and the Olin board. Olin bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitation by mail, Olin’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Olin has retained Innisfree to assist in the solicitation process. Olin has engaged Innisfree to solicit proxies for an estimated fee of $70,000, plus an additional success fee of $25,000 if Olin shareholders approve the Olin direct merger proposal or the Olin subsidiary merger proposal, as well as reasonable and customary documented expenses. Olin also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Olin will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Olin common stock held of record by such nominee holders. Olin will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal Rights

Under Virginia law, Olin shareholders are not entitled to appraisal rights in connection with the direct merger or the subsidiary merger.

Other Information

The matters to be considered at the Olin special meeting are of great importance to the Olin shareholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by phone or the internet or complete, properly execute and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by phone or the internet, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Olin special meeting, contact:

 

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Shareholders may call toll free: (877) 750-8332

Banks and Brokers may call collect: (212) 750-5833

 

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Vote of Olin’s Directors and Executive Officers

As of [    ], 2026, Olin directors and executive officers, and their affiliates, as a group, owned and were entitled to vote [    ] shares of Olin common stock, or approximately [ ]% of the total outstanding shares of Olin common stock as of [    ], 2026.

Olin currently expects that all of its directors and executive officers will vote their shares “FOR” each of the Olin proposals.

Attending the Olin Special Meeting Virtually

You are entitled to attend the Olin special meeting only if you are a shareholder of record of Olin at the close of business on the record date or you held your shares of Olin common stock beneficially in the name of a broker, bank or other nominee as of the record date, or if you hold a valid proxy for the Olin special meeting.

The Olin special meeting will be hosted virtually via live webcast at https://register.proxypush.com/OLN. The meeting will begin promptly at [    ], Central Time, and online access will open 30 minutes prior to allow time to login.

To participate in the meeting, Olin shareholders must go to https://register.proxypush.com/OLN with the control number provided on their proxy card or voting instruction form and register by following the instructions. Upon completing registration, an Olin shareholder will receive further instructions via email, including a unique link that will allow that shareholder access to the meeting.

This Proxy Statement is available for viewing, printing and downloading at https://www.proxydocs.com/OLN. Copies of the proxy materials will be mailed to all Olin shareholders of record entitled to notice of, and to vote at, the Olin Special Meeting.

Results of the Olin Special Meeting

The preliminary voting results are expected to be announced at the Olin special meeting. In addition, within four business days following the Olin special meeting, Olin intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four business day period, Olin will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.

OLIN SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE OLIN PROPOSALS.

 

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OLIN PROPOSALS

The Olin Direct Merger Proposal

Overview

It is a condition to the consummation of the direct merger that Olin shareholders approve the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger. If the direct merger is completed, each Huntsman stockholder will receive, for each eligible share of Huntsman common stock that is issued and outstanding as of immediately prior to the effective time of the direct merger, 0.5476 shares of Olin common stock, as further described in the sections entitled “The Merger—Merger Consideration to Huntsman Stockholders” and “The Merger Agreement—Consideration.” In the event the Olin direct merger proposal is not approved by Olin shareholders, the direct merger will not be completed. Approval of the Olin direct merger proposal will constitute the required approval of the issuance of Olin common stock required by NYSE rules.

Under NYSE rules, a company is required to obtain shareholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock. If the direct merger is completed pursuant to the merger agreement, Olin expects to issue up to approximately [    ] shares of Olin common stock in connection with the direct merger based on the number of shares of Huntsman common stock outstanding as of [    ]. Accordingly, the aggregate number of shares of Olin common stock that Olin will issue in the direct merger will exceed 20% of the shares of Olin common stock outstanding before such issuance, and for this reason, Olin is seeking the approval of Olin shareholders for the issuance of shares of Olin common stock with respect to the direct merger. In the event the Olin direct merger proposal is not approved by Olin shareholders, the direct merger will not be completed.

In the event the Olin direct merger proposal is approved by Olin shareholders, but the merger agreement is terminated without the direct merger being completed prior to the issuance of shares of Olin common stock pursuant to the merger agreement, Olin will not issue any shares of Olin common stock as a result of the approval of the Olin direct merger proposal.

Vote Required for Approval

The Olin direct merger proposal requires approval by the affirmative vote of holders of more than two-thirds of the outstanding shares of Olin common stock entitled to be cast on the Olin direct merger proposal at the Olin special meeting. Abstentions, failures to vote and broker non-votes (if any) will have the same effect as a vote “AGAINST” the Olin direct merger proposal.

Recommendation of the Olin Board

The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin direct merger proposal.

The Olin Subsidiary Merger Proposal

Overview

It is a condition to the consummation of the subsidiary merger that Olin shareholders approve the issuance of shares of Olin common stock in the subsidiary merger. If the subsidiary merger is completed, each Huntsman stockholder will receive, for each eligible share of Huntsman common stock that is issued and outstanding as of immediately prior to the effective time of the subsidiary merger, 0.5476 shares of Olin common stock, as further described in the sections entitled “The Merger—Merger Consideration to Huntsman Stockholders” and “The

 

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Merger Agreement—Consideration.” In the event both the Olin direct merger proposal and the Olin subsidiary merger proposal are not approved by Olin shareholders, the merger will not be completed. Approval of the Olin subsidiary merger proposal will constitute the required approval of the issuance of Olin common stock required by NYSE rules.

Under NYSE rules, a company is required to obtain stockholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock. If the subsidiary merger is completed pursuant to the merger agreement, Olin expects to issue up to approximately [    ] shares of Olin common stock in connection with the subsidiary merger based on the number of shares of Huntsman common stock outstanding as of [    ]. Accordingly, the aggregate number of shares of Olin common stock that Olin will issue in the subsidiary merger will exceed 20% of the shares of Olin common stock outstanding before such issuance, and for this reason, Olin is seeking the approval of Olin shareholders for the issuance of shares of Olin common stock with respect to the subsidiary merger. In the event the Olin subsidiary merger proposal is not approved by Olin shareholders, the subsidiary merger will not be completed.

In the event the Olin subsidiary merger proposal is approved by Olin shareholders, but the merger agreement is terminated without the subsidiary merger being completed prior to the issuance of shares of Olin common stock pursuant to the merger agreement, Olin will not issue any shares of Olin common stock as a result of the approval of the Olin subsidiary merger proposal.

Vote Required for Approval

The Olin subsidiary merger proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin subsidiary merger proposal.

Recommendation of the Olin Board

The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin subsidiary merger proposal.

The Olin Advisory Compensation Proposal

Overview

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Olin is required to provide its shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the direct merger, as described in the section entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Olin’s Named Executive Officers—Golden Parachute Compensation.” Accordingly, Olin shareholders are being provided the opportunity to cast a non-binding, advisory vote on such payments.

As a non-binding, advisory vote, the Olin advisory compensation proposal is not binding upon Olin or the Olin board, and approval of the Olin advisory compensation proposal is not a condition to the consummation of the merger and is a vote separate and apart from the Olin direct merger proposal. Accordingly, Olin shareholders may vote to approve the Olin direct merger proposal and vote not to approve the Olin advisory compensation proposal and vice-versa. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with Olin’s named

 

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executive officers, such compensation will be payable, regardless of the outcome of this non-binding, advisory vote, if the Olin direct merger proposal is approved (subject only to the contractual conditions set forth in the merger agreement and such contractual arrangements with Olin’s named executive officers). However, Olin seeks the support of its shareholders and believes that shareholder support is appropriate as its executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger from its early stages until consummation. Accordingly, Olin shareholders are being asked to vote on the following resolution:

RESOLVED, that the shareholders of Olin approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Olin that is based on or otherwise relates to the direct merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of Olin Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Olin’s Named Executive Officers—Golden Parachute Compensation.”

Vote Required for Approval

The Olin advisory compensation proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin advisory compensation proposal.

Recommendation of the Olin Board

The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin advisory compensation proposal.

The Olin Adjournment Proposal

Overview

The Olin adjournment proposal, if adopted, will allow the Olin board to adjourn the Olin special meeting, if necessary, to a later date or dates at the determination of the Olin board, including to solicit additional proxies in favor of the Olin direct merger proposal or the Olin subsidiary merger proposal if there are not sufficient votes at the time of the Olin special meeting to approve the Olin direct merger proposal or the Olin subsidiary merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Olin shareholders.

Olin is asking its shareholders to authorize the holder of any proxy solicited by the Olin board to vote in favor of any adjournment to the Olin special meeting to solicit additional proxies if there are not sufficient votes to approve the Olin direct merger proposal or the Olin subsidiary merger proposal or to ensure that any supplement to this joint proxy statement/prospectus is timely provided to Olin shareholders.

Vote Required for Approval

The Olin adjournment proposal requires approval by a majority of the votes cast at the Olin special meeting, assuming a quorum is present. Abstentions, failures to vote and broker non-votes (if any) will have no effect on the outcome of the vote on the Olin adjournment proposal.

Recommendation of the Olin Board

The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin adjournment proposal.

 

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SPECIAL MEETING OF HUNTSMAN STOCKHOLDERS

Date, Time and Place

The Huntsman special meeting will be held virtually on [    ], 2026, at [    ] a.m., Central Time. Because the Huntsman special meeting is completely virtual and being conducted via live webcast, Huntsman stockholders will not be able to attend the meeting in person. Huntsman stockholders will be able to attend the Huntsman special meeting online and vote their shares electronically during the meeting by visiting https://www.virtualshareholdermeeting.com/HUN2026SM, which is the Huntsman special meeting website.

Purpose of the Huntsman Special Meeting

The purpose of the Huntsman special meeting is to consider and vote on:

 

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the Huntsman merger proposal;

 

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the Huntsman advisory compensation proposal; and

 

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the Huntsman adjournment proposal.

Huntsman will transact no other business at the Huntsman special meeting.

Recommendation of the Huntsman Board of Directors

The Huntsman board unanimously recommends that Huntsman stockholders vote “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal; and “FOR” the Huntsman adjournment proposal.

For additional information on the recommendation of the Huntsman board, see the section entitled “The Merger—Recommendation of the Huntsman Board of Directors and Reasons for the Merger.”

Record Date and Outstanding Shares of Huntsman Common Stock

Only holders of record of issued and outstanding shares of Huntsman common stock as of the close of business on [    ], 2026, the record date for the Huntsman special meeting, are entitled to receive notice and to vote at the Huntsman special meeting or any postponement or adjournment of the Huntsman special meeting.

As of the close of business on the record date, there were [    ] shares of Huntsman common stock issued and outstanding and entitled to vote at the Huntsman special meeting. Each share of Huntsman common stock is entitled to one vote.

We will make available a list of Huntsman stockholders of record as of the record date for inspection by stockholders for any purpose germane to the Huntsman special meeting from [    ], 2026 through [    ], 2026 at our headquarters located at 10003 Woodloch Forest Drive, The Woodlands, Texas 77380. If you wish to inspect the list, please submit your request, along with proof of ownership, by email to CorporateSecretary@huntsman.com. The list will also be available during the Huntsman special meeting.

Quorum; Abstentions and Broker Non-Votes

In order for business to be conducted at the Huntsman special meeting, a quorum must be present. A quorum at the Huntsman special meeting requires the presence in person or by proxy of the holders of record of a majority of voting power of the outstanding Huntsman common stock entitled to vote.

 

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If you submit a properly executed proxy card, even if you do not vote for any proposal or vote to “abstain” in respect of each proposal, your shares of Huntsman common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Huntsman special meeting. Huntsman common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the bank or broker, and Huntsman common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Huntsman special meeting for the purpose of determining the presence of a quorum.

A broker “non-vote” occurs when a bank or broker holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. Huntsman does not expect any broker non-votes at the Huntsman special meeting because the rules applicable to banks, brokers and other nominees only provide banks, brokers and other nominees with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Huntsman special meeting is considered “non-routine.” As a result, no bank or broker will be permitted to vote your shares of Huntsman common stock at the special meeting without receiving instructions.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Huntsman board.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of Huntsman common stock entitled to vote on the proposal is required to approve the Huntsman merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Huntsman merger proposal. Failure to vote on the Huntsman merger proposal will have the same effect as a vote “AGAINST” the Huntsman merger proposal.

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal is required to approve the Huntsman advisory compensation proposal on an advisory basis. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman advisory compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman advisory compensation proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman advisory compensation proposal.

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal is required to approve the Huntsman adjournment proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman adjournment proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman adjournment proposal.

The Huntsman merger proposal, the Huntsman advisory compensation proposal and the Huntsman adjournment proposal are described in the section entitled “Huntsman Proposals.”

Methods of Voting

Stockholders of Record

Stockholders of record may (1) vote their shares in person at the Huntsman special meeting by completing a ballot; or (2) submit a proxy to have their shares voted by one of the following methods:

 

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By Internet. You may submit a proxy electronically on the Internet by following the instructions provided on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. Internet voting facilities will be available 24 hours a day.

 

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By Telephone. You may submit a proxy by telephone (from U.S. and Canada only) using the toll-free number listed on the enclosed proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will be available 24 hours a day.

 

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By Mail. If you received a paper copy of the proxy materials by mail, you may indicate your vote by completing, signing and dating your proxy card and returning it in the enclosed postage-paid reply envelope.

Street Name Stockholders

Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

 

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By the Methods Listed on the Voting Instruction Form. Please refer to the voting instruction form or other information forwarded by your bank, broker or other nominee to determine whether you may submit a proxy by telephone or on the Internet, following the instructions provided by the record holder.

 

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Electronically at the Special Meeting. You may vote electronically at the Huntsman special meeting. To participate in the virtual Huntsman special meeting, you will need the 16-digit control number included in your proxy card and voting instruction form.

 

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If your shares are held in “street name” and you wish to revoke a proxy, you should contact your bank, broker or nominee and follow its procedures for changing your voting instructions.

If you hold shares in BOTH street name and as a stockholder of record, YOU MUST VOTE SEPARATELY for each set of shares.

Voting by Proxy

Whether you hold your shares of Huntsman common stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without virtually attending the Huntsman special meeting. You can vote by proxy by the internet, telephone or mail by following the instructions provided in the enclosed proxy card.

The persons named as proxies will vote your shares in accordance with your instructions. If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Huntsman board.

Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of Huntsman common stock, you may contact Innisfree M&A Incorporated, Huntsman’s proxy solicitor, toll-free at (877) 800-5182, or for brokers and banks, collect at (212) 750-5833.

Adjournment

In accordance with the Huntsman bylaws, whether or not a quorum is present, the chair of the Huntsman special meeting will have the power to adjourn the Huntsman special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the Huntsman special meeting is adjourned, Huntsman stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Huntsman special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Huntsman special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

 

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In addition, the merger agreement provides that Huntsman may, after consultation with Olin in good faith, adjourn, recess or postpone the Huntsman special meeting (i) if it is necessary to postpone or adjourn the Huntsman special meeting to ensure that any required supplement or amendment to the joint proxy statement/prospectus is provided to the stockholders of Huntsman within a reasonable amount of time in advance of the Huntsman special meeting, (ii) if as of the time for which the Huntsman special meeting is originally scheduled there are insufficient shares of Huntsman common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Huntsman special meeting or (iii) to solicit additional proxies for the purpose of obtaining the votes necessary to approve the Huntsman merger proposal (including at the request of Olin in connection with the foregoing). However, unless otherwise agreed to by Olin, the Huntsman special meeting will not be postponed or adjourned (x) by more than 10 days or (y) in the case of (ii) above, by more than 15 days after the date on which the Huntsman special meeting was (or was required to be) originally scheduled (in each case excluding any adjournments or postponements required by law or judgment), and will not be adjourned or postponed to a date that is on or after the date that is three business days prior to June 15, 2027, or the extended outside date, if applicable.

Revocability of Proxies

If you are a stockholder of record of Huntsman, you may revoke a previously submitted proxy at any time before the polls close at the Huntsman special meeting by:

 

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voting again by telephone or through the Internet;

 

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requesting, completing and mailing in a new paper proxy card;

 

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giving written notice of revocation to our Corporate Secretary, which must be received before the Huntsman special meeting, by mail to Corporate Secretary, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or to CorporateSecretary@huntsman.com; or

 

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attending the Huntsman special meeting online and voting your shares electronically (merely attending the Huntsman special meeting will not revoke a prior submitted proxy).

If you are a street name stockholder, you must follow the instructions to revoke your proxy, if any, provided by your bank, broker or other nominee.

Proxy Solicitation Costs

Huntsman is providing these proxy materials in connection with the solicitation by the Huntsman board of proxies to be voted at the Huntsman special meeting. Huntsman bears all expenses incurred in connection with the solicitations of proxies. Huntsman has engaged Innisfree to solicit proxies for an estimated fee of $50,000, plus expenses. In addition to the solicitation of proxies by mail and electronically, Huntsman intends to ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their expenses for the solicitation. Huntsman’s directors, officers and employees also may solicit proxies by mail, telephone, electronic or facsimile transmission or in person. They will not receive any additional compensation for these activities.

Huntsman will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Huntsman common stock held of record by such nominee holders. Huntsman will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

No Appraisal Rights

Under Delaware law, Huntsman’s stockholders are not entitled to appraisal rights for their shares of Huntsman common stock in connection with the merger contemplated by Huntsman merger proposal or to any similar rights of dissenters under Delaware law.

 

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For more information, see “The Merger—No Appraisal Rights” beginning on page 134 of this joint proxy statement/prospectus.

Other Information

The matters to be considered at the Huntsman special meeting are of great importance to the Huntsman stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by telephone or the internet or complete, properly execute and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by telephone or the internet, you do not need to return the enclosed proxy card.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Huntsman special meeting, contact:

 

 

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor, New York, New York 10110

Stockholders may call toll free: (877) 800-5182

Banks and Brokers may call collect: (212) 750-5833

Vote of Huntsman’s Directors and Executive Officers

As of [    ], 2026, Huntsman directors and executive officers, and their affiliates, as a group, owned and were entitled to vote [    ] shares of Huntsman common stock, or approximately [ ]% of the total outstanding shares of Huntsman common stock as of [    ], 2026.

Huntsman currently expects that all of its directors and executive officers will vote their shares “FOR” each of the Huntsman proposals.

Attending the Huntsman Special Meeting Virtually

To participate in the virtual Huntsman special meeting, holders of shares of our common stock as of the record date should log in to the live webcast of the Special Meeting at https://www.virtualshareholdermeeting.com/HUN2026SM.

To join the live webcast, you will need the 16-digit control number included on your proxy card and voting instruction form. Online access to the live webcast will open approximately 15 minutes prior to the start of the Huntsman special meeting. We recommend that you log in to the Huntsman special meeting several minutes before its scheduled start time.

If you are the representative of a trust or corporation, limited liability company, partnership or other legal entity that holds shares of our common stock, you will need the 16-digit control number included on the proxy card and voting instruction form of that legal entity in order to attend and participate in the virtual Huntsman special meeting.

 

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No audio, video or other form of recording of the Huntsman special meeting is allowed. If you are not a stockholder at the close of business on the record date or do not have a control number, you will not be able to access the Huntsman special meeting.

Results of the Huntsman Special Meeting

Huntsman expects to announce the preliminary voting results at the Huntsman special meeting. In addition, within four business days following the Huntsman special meeting, Huntsman intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, Huntsman will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.

 

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HUNTSMAN PROPOSALS

The Huntsman Merger Proposal

Overview

It is a condition to the consummation of the merger that Huntsman stockholders approve the Huntsman merger proposal. As a result of the merger, each Huntsman stockholder will be entitled to receive, for each eligible share of Huntsman common stock that is issued and outstanding as of immediately prior to the effective time of the combined company, the merger consideration of 0.5476 shares of Olin common stock, further described in the sections entitled “The Merger—Merger Consideration to Huntsman Stockholders” and “The Merger Agreement—Consideration.”

The approval by such stockholders of the Huntsman merger proposal is required by Section 251 of the DGCL and is a condition to the consummation of the merger.

Vote Required for Approval

The affirmative vote of the holders of a majority of the shares of Huntsman common stock outstanding and entitled to vote on the proposal is required to approve the Huntsman merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Huntsman merger proposal. Failure to vote on the Huntsman merger proposal will have the same effect as a vote “AGAINST” the Huntsman merger proposal.

Recommendation of the Huntsman Board

The Huntsman board unanimously recommends a vote “FOR” the Huntsman merger proposal.

The Huntsman Advisory Compensation Proposal

Overview

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Huntsman is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Huntsman’s named executive officers that is based on or otherwise relates to the merger, as described in the section entitled “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Huntsman’s Named Executive Officers—Golden Parachute Compensation.” Accordingly, Huntsman stockholders are being provided the opportunity to cast a non-binding, advisory vote on such payments.

As a non-binding, advisory vote, the Huntsman advisory compensation proposal is not binding upon Huntsman or the Huntsman board or Olin or the Olin board, and approval of the Huntsman advisory compensation proposal is not a condition to the consummation of the merger and is a vote separate and apart from the Huntsman merger proposal. Accordingly, Huntsman stockholders may vote to approve the Huntsman merger proposal and vote not to approve the Huntsman advisory compensation proposal and vice-versa. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with Huntsman’s named executive officers, such compensation will be payable, regardless of the outcome of this non-binding, advisory vote, if the Huntsman merger proposal is approved (subject only to the contractual conditions set forth in the merger agreement and such contractual arrangements with Huntsman’s named executive officers). However, Huntsman seeks the support of its stockholders and believes that stockholder support is appropriate as its executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger from its early stages until consummation. Accordingly, Huntsman stockholders are being asked to vote on the following resolution:

 

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RESOLVED, that the stockholders of Huntsman approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Huntsman that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Huntsman’s Named Executive Officers—Golden Parachute Compensation.”

Vote Required for Approval

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal is required to approve the Huntsman advisory compensation proposal on an advisory basis. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman advisory compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman advisory compensation proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman advisory compensation proposal.

Recommendation of the Huntsman Board

The Huntsman board unanimously recommends a vote “FOR” the Huntsman advisory compensation proposal.

The Huntsman Adjournment Proposal

Overview

The Huntsman special meeting may be adjourned from time to time to another time or place, if the chair of the meeting determines necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Huntsman merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Huntsman stockholders.

If, at the Huntsman special meeting, (i) there are insufficient shares of Huntsman common stock represented (either in person (via the internet) or by proxy) to constitute a quorum necessary to conduct the business of such meeting, (ii) additional time is required for the filing and mailing of any supplemental or amended disclosure which Huntsman has determined is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Huntsman stockholders prior to the special meeting of Huntsman stockholders, (iii) additional time is needed to allow for solicitation of additional proxies, if and to the extent Huntsman reasonably believes the number of shares of Huntsman common stock present or represented and voting in favor of the Huntsman merger proposal is insufficient to approve such proposal or (iv) if required by law, Huntsman intends to move to adjourn the Huntsman special meeting. In accordance with the Huntsman bylaws, in the absence of a quorum, the Huntsman special meeting may also be adjourned from time to time by the chair of the Huntsman special meeting or by the holders of a majority of the voting power present in person or represented by proxy at the Huntsman special meeting and entitled to vote at the Huntsman special meeting.

Vote Required for Approval

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Huntsman special meeting and entitled to vote on the proposal is required to approve the Huntsman adjournment proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Huntsman adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the Huntsman adjournment proposal. Any failure by a Huntsman stockholder to vote will have no effect on the outcome of the vote on the Huntsman adjournment proposal.

Recommendation of the Huntsman Board

The Huntsman board unanimously recommends a vote “FOR” the Huntsman adjournment proposal.

 

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THE MERGER

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Merger Structure

The merger of equals business combination of Olin and Huntsman will be effected either (a) through the direct merger, in which Huntsman merges with and into Olin, with Olin surviving as the surviving entity or (b) through the subsidiary merger, in which First Merger Sub merges with and into Huntsman, with Huntsman surviving as a direct, wholly owned subsidiary of Olin, immediately followed by a second subsidiary merger of the initial surviving company with and into Second Merger Sub, with Second Merger Sub surviving the second subsidiary merger as a direct, wholly owned subsidiary of Olin.

Parties to the Merger

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Phone: (314) 480-1400

Olin is a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Olin’s operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester, all of which are capital-intensive manufacturing businesses. For the fiscal year ended December 31, 2025, Olin had sales of $6,780.8 million. Olin’s 2025 operating income was $5.3 million and net income (loss) was $(100.5) million. Olin common stock is listed on NYSE, trading under the symbol “OLN.”

For additional information about Olin and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Huntsman Corporation

10003 Woodloch Forest Drive

The Woodlands, Texas 77380

Phone: (281) 719-6000

Huntsman is a global manufacturer of diversified organic chemical products. Huntsman operates in three segments: Polyurethanes, Performance Products and Advanced Materials. Huntsman products comprise many different chemicals and chemical formulations, which Huntsman markets globally to a wide range of consumers that consist primarily of industrial and building product manufacturers. Huntsman’s products are used in a broad range of applications, including those in the adhesives, aerospace, automotive, coatings and construction, construction products, durable and non-durable consumer products, electronics, insulation, power generation and refining. Many of Huntsman’s products offer effects such as premium insulation in homes and buildings and the lightweighting of airplanes and automobiles that help conserve energy. Huntsman is a leading global producer in many of its key product lines, including MDI, amines, maleic anhydride and epoxy-based polymer formulations. Huntsman’s revenues for the year ended December 31, 2025 were $5,683 million. Huntsman’s 2025 operating (loss) income was $(131) million and net (loss) income was $(284) million.

Huntsman, a Delaware corporation, was formed in 2004 to hold the Huntsman businesses, which were founded by Jon M. Huntsman. Mr. Huntsman founded the predecessor to Huntsman in 1970 as a small packaging materials company. Since then, Huntsman has transformed through a series of acquisitions and divestitures and

 

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now owns a global portfolio of businesses with a primary focus on improving energy efficiency. Huntsman operates all of its businesses through Huntsman International LLC, its wholly owned subsidiary. Huntsman International LLC is a Delaware limited liability company and was formed in 1999. Huntsman common stock is listed on the New York Stock Exchange under the ticker symbol “HUN.”

For additional information about Huntsman and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 225 of this joint proxy statement/prospectus.

Olympus Merger Sub, Inc.

c/o Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

First Merger Sub is a direct, wholly owned subsidiary of Olin. To the extent that the merger is implemented through the subsidiary merger, upon the completion of the first subsidiary merger, First Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on June 11, 2026 for the sole purpose of effecting the subsidiary merger.

Hook Merger Sub LLC

c/o Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Second Merger Sub is a direct, wholly owned subsidiary of Olin. To the extent that the merger is implemented through the subsidiary merger, upon the completion of the second subsidiary merger, Second Merger Sub will survive as a direct, wholly owned subsidiary of Olin. Second Merger Sub was formed in Delaware on June 11, 2026 for the sole purpose of effecting the subsidiary merger.

Background of the Merger

The following is a summary of the material events leading up to the companies’ agreement to merge and the key meetings, negotiations, discussions and actions between Huntsman and Olin and their respective advisors that preceded the public announcement of the potential business combination. The following summary does not purport to catalogue every conversation or correspondence of, by, with or among members of the Huntsman board, Huntsman management or Huntsman’s advisors or other representatives, the Olin board, Olin management or Olin’s advisors or other representatives or any other person.

The Huntsman board and Huntsman management regularly review and evaluate Huntsman’s long-term strategic direction, growth, competitive position and opportunities for value creation for Huntsman stockholders, including through potential strategic transactions. These evaluations have included considerations of whether various strategic transactions, including potential business combinations, acquisitions, divestitures, joint ventures and strategic alliances, would be in the best interests of its stockholders relative to the evolving dynamics in the chemicals industry, increasing global competition, geopolitical uncertainty, pricing and demand volatility, end-market demand trends, structurally elevated cost bases and the potential benefits of vertical integration and scale. Throughout these evaluations, Peter R. Huntsman, Chairman, President and Chief Executive Officer of Huntsman, has publicly indicated the need for consolidation in the chemicals industry due to fundamental change in the industry environment. In the course of these evaluations, the Huntsman board and Huntsman management have, from time to time, assessed a range of strategic alternatives, including potential business combinations, with a focus on identifying opportunities that could enhance Huntsman’s competitive position, facilitate growth and deliver long-term value to stockholders. The Huntsman board and Huntsman management have also engaged in a regular review of Huntsman’s balance sheet in order to maximize long-term stockholder value.

 

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As part of Olin’s ongoing and ordinary course strategic planning process, the Olin board, together with members of Olin management, has regularly reviewed and assessed Olin’s long-term strategic plans and goals, opportunities, overall industry trends, the competitive and economic environment in which Olin operates and Olin’s short- and long-term performance. As part of these reviews, the Olin board, with the assistance of the Olin management team and advisors, has considered whether various strategic actions, including business combinations, strategic acquisitions and divestitures, investments, alliances and other strategic transactions and opportunities, would be in the best interests of Olin and enhance value for Olin shareholders and regularly assesses Olin’s current business plan and potential risks and benefits of continuing to execute its standalone plan. As part of these reviews in the years leading up to the potential business combination between Olin and Huntsman, including with increased focus following the appointment of Kenneth T. Lane as President and Chief Executive Officer in March 2024, Olin engaged in various initiatives to define and implement a go-forward strategy to enhance shareholder value, including working with third-party consultants to analyze the competitive environment and identify organic and inorganic growth opportunities, as well as potential acquisitions, for Olin. In September 2025, Olin engaged Lazard to, among other things, assist with the evaluation of Olin’s landscape of potential strategic counterparties, which engagement was subsequently modified on May 29, 2026 to cover the proposed business combination with Huntsman. Lazard was selected based on, among other things, Lazard’s qualifications, experience and familiarity with the chemicals industry in which Olin operates. As part of a series of reviews that began in 2024, the Olin board identified a number of potential counterparties for a strategic transaction that could enhance value for Olin shareholders, with Huntsman consistently being identified as a primary candidate. As a result of these reviews, Olin management and its external advisors have from time to time internally assessed the potential synergies and advantages of a strategic transaction with Huntsman, as well as with other potential counterparties, and reviewed such assessments with the Olin board, with the Olin board supporting Olin management’s evaluation and exploration from time to time of such potential strategic transactions.

Mr. Huntsman and Mr. Lane have had various interactions in the ordinary course of business between Huntsman and Olin, including in connection with certain commercial matters relating to the companies’ supplier relationship. Through these interactions, Mr. Huntsman and Mr. Lane have developed a constructive business relationship and over the two years prior to the parties’ entry into the merger agreement discussed how Huntsman and Olin could work together to strengthen their commercial supply arrangements.

On March 3, 2026, following an outreach by Mr. Lane to Mr. Huntsman in February 2026, Mr. Huntsman and Mr. Lane met in The Woodlands, Texas. During the course of the meeting, Mr. Lane suggested that Huntsman and Olin should explore the possibility of a strategic transaction between Huntsman and Olin, such as a stock-for-stock “merger of equals” and Mr. Huntsman and Mr. Lane discussed, on a preliminary basis, the potential strategic rationale for such a transaction including potential supply chain benefits, the importance of chlor alkali to Huntsman’s businesses, the potential benefits of vertical integration, increased scale and North American feedstock advantages and, uniquely related to a merger of equals, certain governance matters. No specific proposal or offer was made as part of these discussions.

Following the March 3, 2026 meeting with Mr. Huntsman, Mr. Lane provided an update to the Olin board regarding his discussion with Mr. Huntsman concerning the possibility of a strategic transaction between Olin and Huntsman. Until the Olin board meeting on April 9, 2026, Mr. Lane provided updates to members of the Olin board from time to time on the status of these preliminary discussions regarding the potential business combination with Huntsman.

On March 27, 2026, Mr. Huntsman contacted Mr. Lane and the parties agreed to schedule a meeting between the Chief Executive Officers and Chief Financial Officers of each of Huntsman and Olin, and on March 31, 2026, Philip M. Lister, Executive Vice President and Chief Financial Officer of Huntsman, met by telephone with Todd A. Slater, Senior Vice President and Chief Financial Officer of Olin, to discuss general preparation for the upcoming meeting. In advance of the Huntsman board meeting on April 8, 2026, Mr. Huntsman and Mr. Lister had discussions with certain board members regarding Mr. Huntsman’s previous conversations with Mr. Lane.

 

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Also on March 27, 2026, Amy K. Smedley, Executive Vice President, General Counsel and Secretary of Huntsman, and Angela M. Castle, Vice President and Chief Legal Officer of Olin, exchanged a series of emails regarding the terms of a proposed mutual confidentiality agreement to facilitate the exchange of non-public information in connection with a potential business combination between Huntsman and Olin. Subsequently, Ms. Smedley and Ms. Castle exchanged a series of drafts of the proposed confidentiality agreement, and on March 29, 2026, Huntsman and Olin executed a customary mutual non-disclosure agreement, which did not contain a standstill.

On April 3, 2026, Mr. Huntsman and Mr. Lane met by telephone and agreed on the scope of financial information that each of Huntsman and Olin would prepare in advance of the April 6, 2026 meeting.

On April 6, 2026, Mr. Huntsman and Mr. Lister met with Mr. Lane and Mr. Slater at Huntsman’s global headquarters in The Woodlands, Texas, to discuss whether a potential business combination could be strategically and financially compelling and beneficial for each company and their respective shareholders. During the meeting, the executives reviewed each company’s businesses and discussed, on a preliminary basis, certain key considerations for a potential stock-for-stock merger of equals transaction, including relative valuation considerations, potential synergies and integration planning and the strategic benefits of increased scale, North American feedstock advantages and supply chain integration. The executives also discussed, on a preliminary basis, certain governance matters, including the potential board composition, committee structure and management of the combined company. Mr. Huntsman and Mr. Lane noted the potential difficulties in negotiating a merger of equals transaction and agreed that if their respective boards of directors were interested in exploring a transaction, it would facilitate constructive discussion if it were agreed as an initial matter that Mr. Lane would serve as the CEO of the combined company and Mr. Huntsman would serve as chairman of the combined company. The parties further agreed that, as part of the negotiation and evaluation process, Huntsman and Olin would need to evaluate the potential synergies from a combination and discussed scheduling management presentations during the week of April 13, 2026 for senior leaders of both companies to discuss potential cost and operational synergies that could be achieved in a potential business combination.

On April 7, 2026, Mr. Slater and Mr. Lister met by telephone to discuss the in-person meeting from the prior day and to discuss a potential agenda and attendees for a meeting regarding potential synergies of the combined company.

Also on April 7, 2026, Mr. Huntsman contacted Mr. Lane to suggest they meet in person on a regular basis to discuss any issues requiring resolution on a one-on-one basis. Mr. Huntsman and Mr. Lane agreed to meet in downtown Houston on April 8, 2026. Between April 8 and June 15, 2026, Mr. Huntsman and Mr. Lane met several times to discuss the potential business combination and any open items in the negotiations.

On April 8, 2026, the Huntsman board held a virtual special meeting, with members of Huntsman management in attendance to discuss certain considerations with respect to a potential business combination with Olin. Mr. Huntsman described the general terms of a potential stock-for-stock merger of equals transaction with Olin and the strategic rationale for the potential combination, including the benefits of being a North American-focused company, growth opportunities, increased scale and potential synergies. Mr. Huntsman also reviewed with the Huntsman board the importance of cultural fit and governance considerations in such a transaction, including the preliminary discussion with Mr. Lane that Mr. Lane would serve as chief executive officer and Mr. Huntsman would serve as chairman of the combined company. In the course of such discussion, the Huntsman board expressed its view that Mr. Huntsman should serve as the executive chairman of the combined company. Members of Huntsman management provided the Huntsman board with an overview of Olin’s business, including its key business segments and Olin’s position within the relevant supply chains and the industries and geographies in which Olin operates. Mr. Huntsman further reviewed the high-level financial position of Huntsman and Olin and potential synergies. Ms. Smedley reviewed with the Huntsman board its fiduciary duties in connection with the Huntsman board’s evaluation of the potential business combination.

 

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Following discussion, the Huntsman board expressed support for management and its advisors continuing to explore a potential business combination with Olin, including by meeting with Olin over the following weeks to identify and validate potential synergies.

Following the Huntsman board meeting, on April 8, 2026, Mr. Huntsman and Mr. Lane met in Houston, Texas, and discussed, among other topics, governance and management of the potential combined company.

On April 9, 2026, the Olin board held a virtual special meeting, with members of Olin senior management in attendance, to discuss certain considerations with respect to a potential business combination with Huntsman. As part of such discussion, Ms. Castle reviewed with the Olin board its fiduciary duties in connection with the Olin board’s evaluation of a potential business combination. Mr. Lane provided the other members of the Olin board with a summary of the ongoing discussions with Huntsman, including with respect to the leadership of the combined company, and explained the strategic rationale for a potential business combination with Huntsman, noting that it would create a vertically integrated chlor-alkali company while also integrating Olin’s epoxy assets with Huntsman’s specialized product portfolio. Mr. Lane also reviewed with members of the Olin board the conversations he had had with Mr. Huntsman as well as a proposed plan to schedule management presentations during the week of April 13, 2026 for senior leaders of both companies to discuss potential cost and operational synergies that could be achieved in a potential business combination. Following discussion, the Olin board expressed support for moving forward with further discussions with Huntsman and directed Olin management to provide a fulsome update and review of the potential business combination with Huntsman at the upcoming regularly scheduled meeting of the Olin board on April 29 and April 30, 2026.

Following the April 9 Olin board meeting, Mr. Lane and other members of Olin senior management provided periodic updates to the members of the Olin board from time to time on the status of discussions regarding the potential business combination with Huntsman.

Also on April 9, 2026, Mr. Huntsman and Mr. Lane met by telephone regarding logistical and preparatory matters for the management meetings scheduled for the week of April 13, 2026, including anticipated attendees and the expected scope of the parties’ respective business presentations. Additionally, between April 9 and April 14, 2026, members of Huntsman and Olin management corresponded via telephone and email regarding the upcoming management meetings.

During the week following the meeting of the Huntsman board on April 8, 2026, Huntsman selected Citi and Morgan Stanley to serve as its financial advisors in connection with a potential business combination with Olin. Citi and Morgan Stanley were selected as Huntsman’s financial advisors based on, among other things, Citi’s and Morgan Stanley’s respective qualifications, experience, reputation and familiarity with the chemicals industry and the transaction parties, including their long-standing relationships with Huntsman that included analyzing potential strategic alternatives. Huntsman subsequently formally engaged Citi and Morgan Stanley with the Huntsman board’s approval, and, on June 15, 2026, Huntsman and each of Citi and Morgan Stanley executed engagement letters.

On April 14, 2026, members of senior management of each of Huntsman and Olin presented an overview of their respective businesses to the other team and questions were asked about the businesses at the Houston offices of Kirkland & Ellis LLP (which we refer to as “Kirkland”), regular outside counsel to Huntsman. Following such management presentations, on April 15 and April 16, 2026, members of senior management of each of Huntsman and Olin held multiple in-person meetings for the purpose of identifying and validating potential synergies. In these sessions, members of Huntsman and Olin senior management reviewed substantial business and operational data for both companies to identify and mutually align on potential synergies, investment opportunities and the strategic and financial rationale for a potential combination.

 

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On April 15, 2026, the parties entered into a supplemental clean team confidentiality agreement providing for special procedures for reviewing and handling certain competitively sensitive information of Huntsman and Olin provided to the other party and its representatives.

On April 17, 2026, management from each of Huntsman and Olin met at the offices of Kirkland in Houston to present and review the preliminary synergies a combined company could reasonably be expected to achieve as previously discussed by the senior management teams on April 15 and April 16, 2026. Following this presentation, Mr. Huntsman and Mr. Lister met with Mr. Lane and Mr. Slater to discuss the status of the potential business combination, including ongoing due diligence, timing, potential governance arrangements for the combined company and relative valuation considerations. The parties discussed, on a preliminary basis and subject to further review and approval by the board of directors of each company, potential governance principles for a merger of equals transaction, including board representation and board committee structure, senior leadership roles, the combined company name and the location of the combined company’s headquarters. The parties also revisited the prior discussion between Mr. Huntsman and Mr. Lane regarding the allocation of the chief executive officer and chairman roles. Mr. Huntsman raised the expectation of the Huntsman board that Mr. Huntsman would serve as executive chairman if Mr. Lane were to serve as chief executive officer, in response to which Mr. Lane noted Olin’s position that Mr. Huntsman should serve in a non-executive capacity. The parties briefly discussed potential approaches to valuation of the potential business combination, but did not agree to any specific valuation terms at that time.

Also on April 17, 2026, Mr. Huntsman reported via email to the Huntsman board on the management meetings held that week and the intent to provide the Huntsman board with a more fulsome update on the work performed by Huntsman management and Huntsman’s advisors during the regularly scheduled April meeting of the Huntsman board.

During the week of April 20, 2026, members of management of each of Olin and Huntsman corresponded on several occasions to further refine the potential synergies analysis developed during the in-person sessions and discuss the proposed capital structure of the combined company. The synergy projections are described in more detail in the section of this joint proxy statement/prospectus entitled “The Merger—Certain Unaudited Prospective Financial Information—Synergy Projections.”

On April 20, 2026, Mr. Lister and Mr. Slater met by telephone to discuss, among other things, anticipated due diligence with respect to the potential business combination and a potential timeline to execution of definitive agreements.

On April 21, 2026, Huntsman engaged a third-party consulting firm with expertise in the chlor-alkali industry to provide an independent assessment of the general chlor-alkali industry to assist the Huntsman board in evaluating the strategic merits of a potential business combination with Olin.

On April 23, 2026, Olin made available to Huntsman and its advisors certain due diligence information in a virtual data room and Huntsman made available to Olin and its advisors certain due diligence information in a virtual data room.

On April 24, 2026, Mr. Huntsman and Mr. Lane met by telephone to discuss the status of the potential strategic transaction, including certain governance items and the planned discussions with their respective boards of directors. Prior to the meeting, on April 23, 2026, Mr. Lane shared with Mr. Huntsman a non-binding summary of the key terms that reflected Olin’s memorialization of the discussions to date between the parties (which we refer to as the “non-binding summary terms”), which addressed, among other things, (i) a potential stock-for-stock transaction with no control premium and no cash consideration, which illustratively showed Olin shareholders and Huntsman stockholders holding approximately 60% and 40%, respectively, of the combined company, with the final ownership split noted as to be determined based on mutually agreed stock trading prices prior to signing, (ii) key governance terms of the combined company, including equal board representation, the

 

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selection of the non-executive chairman of the board of the combined company by the Huntsman board, the selection of the chief executive officer of the combined company by the Olin board, and that changes to key governance terms of the combined company would require supermajority board approval for an agreed time period, and (iii) the anticipated timeline for completing the transaction. Mr. Huntsman indicated that the exchange ratio should reflect a premium for Huntsman relative to the respective stock trading prices and in response Mr. Lane noted that the parties should use a market-based mechanism for aligning on the exchange ratio using a to-be-determined reference period, with no separate premium. Mr. Huntsman and Mr. Lane discussed the roles and responsibilities of the chairman position with Mr. Huntsman noting that the Huntsman board would expect him to serve as the executive chairman of the combined company and Mr. Lane noting his view that the combined company should not have an executive chairman. Also on April 23, 2026 and April 24, 2026, Mr. Lane and Mr. Huntsman, respectively, each shared with each other draft presentation materials, which addressed, among other things, the anticipated timeline for completing the transaction and perspectives on synergies.

On April 29, 2026, the Huntsman board held an in-person special meeting at Huntsman’s headquarters in The Woodlands, Texas, with members of Huntsman management and representatives of Kirkland, Citi, Morgan Stanley and the third-party industry advisor in attendance for portions of the meeting, to discuss the potential business combination with Olin. Representatives of the third-party industry advisor reviewed with the Huntsman board an overview of the chlor-alkali industry and the chemical production process and demand drivers affecting that industry. Members of management then provided an overview for the Huntsman board of the recent developments regarding the potential business combination since the prior meeting and highlighted the benefits of an integrated supply chain, including the potential for greater certainty of supply and the history of supply arrangements with Olin. Mr. Huntsman then provided a review of Olin’s business segments and historical and recent performance. Mr. Huntsman reviewed the potential synergies identified and validated through the various meetings over the previous weeks, which were believed to be approximately $300 million in the near term and up to $400 million over the longer term. Additionally, Mr. Huntsman provided an overview to the Huntsman board of the non-binding summary terms, including the proposed governance terms relating to the chairman role and the prior discussions with Mr. Lane regarding the Huntsman board’s expectation that Mr. Huntsman would serve as executive chairman of the combined company. Together with representatives of Citi and Morgan Stanley, Mr. Huntsman reviewed preliminary valuation and exchange ratio considerations, including stock prices of Huntsman and Olin over historical periods and each company’s EBITDA contribution through the cycle, based on 2016A–2025A historical results and 2026E–2028E consensus estimates. Representatives of Kirkland reviewed with the Huntsman board its fiduciary duties in connection with the Huntsman board’s evaluation of the potential business combination. Representatives of Citi and Morgan Stanley reviewed with the Huntsman board their respective preliminary financial analyses with respect to Huntsman and Olin and the potential transaction taking into account, among other things, the potential synergies, as well as implied pro forma ownership, pro forma capital structure and other transaction considerations. The Huntsman board also discussed the strategic and cultural fit with Olin as compared to other alternatives that could be considered. The Huntsman board, with input from the representatives of Citi and Morgan Stanley, discussed alternative transactions and structuring to the proposed merger of equals transaction with Olin, including a potential acquisition of Huntsman by Olin, and the challenges of those alternatives. Preliminary versions of the Huntsman management plan and projections were also presented to the Huntsman board. For additional information on the Huntsman management plan and projections, see the section of this joint proxy statement/prospectus entitled “—Certain Unaudited Prospective Financial Information”. Following discussion, the Huntsman board authorized Huntsman management to further revise the plan and projections presented to the Huntsman board at the meeting for use by Citi and Morgan Stanley in their respective financial analyses and fairness opinions with respect to the potential business combination. The Huntsman board determined that the management team should continue to discuss the terms of a proposed transaction with Olin and unanimously approved resolutions authorizing Huntsman management and its advisors to continue to conduct a review process to explore and evaluate a potential business combination with Olin subject to further board approval.

Also on April 29, 2026, Lazard provided a relationship disclosure memorandum to Olin, which was subsequently brought down on June 11, 2026, and summarized for the Olin board.

 

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Following the meeting of the Huntsman board on April 29, 2026, members of Huntsman management held virtual sessions to update members of the Huntsman board on several occasions, including May 11, May 26, June 9, and June 10, 2026 (which we refer to as the “Huntsman board update calls”). During the Huntsman board update calls (which were additional to the Huntsman board meetings described below), members of Huntsman management updated members of the Huntsman board on the status of discussions regarding the potential business combination with Olin, including regarding transaction structure, preliminary synergy validation, governance terms, due diligence matters and recent market events.

On April 29 and 30, 2026, the Olin board held an in-person regularly scheduled quarterly meeting at Olin’s headquarters in Clayton, Missouri, with members of Olin senior management and a representative of a third-party consulting firm with significant industry experience in attendance for portions of the meeting. During the meeting, the Olin board reviewed Olin’s long-term strategy and members of Olin management provided an update on the status of discussions with respect to a potential business combination with Huntsman. Members of Olin management and the Olin board discussed, among other things, the strategic rationale for a business combination with Huntsman, the potential synergies that could be achieved through such a transaction, including those identified during prior meetings between Olin and Huntsman management, and contemplated governance terms for the combined company, including leadership roles. Members of Olin management reviewed with the Olin board an illustrative timeline for a potential transaction with Huntsman and provided an overview of the regulatory analysis and potential shareholder approval requirements. In addition, the representative from Olin’s third-party consulting firm reviewed with the Olin board Huntsman’s business, including its portfolio of products and the markets in which it operates, and highlighted for the Olin board the potential benefits and synergies from a business combination between Olin and Huntsman. Following discussions, the Olin board directed Olin senior management to continue to evaluate and negotiate the potential business combination with Huntsman.

On May 3, 2026, Mr. Huntsman and Mr. Lane met by telephone to discuss the feedback from their respective board meetings and next steps, including certain governance terms for the combined company and the timeline for further due diligence and negotiation. Mr. Huntsman also noted that the Huntsman board would need a clear view of the proposed value terms of the proposed transaction.

On May 4, 2026, Mr. Lister and Mr. Slater met by telephone to discuss a number of topics, including timing, and agreed to (i) target June 15, 2026, as the signing date, (ii) direct the financial advisors to discuss the plan for exchanging each party’s forecasts, (iii) a general framework for the scope and timing of due diligence, (iv) additional management presentations, including for the purpose of providing divisional forecast and performance understanding, verifying business synergies, discussing potential announcement and shareholder communications and building rapport among the teams and (v) begin preparation of SEC filings required in connection with the potential business combination. During this discussion, Mr. Slater and Mr. Lister also discussed potential deal structures, with Mr. Slater noting that the Virginia corporation law would require that a parent-to-parent merger (the direct merger structure) be approved by holders of more than two-thirds of the outstanding shares of Olin common stock.

Also on May 4, 2026, Mr. Huntsman and Mr. Lane met to discuss next steps in the process towards a potential signing, including upcoming management meetings, and discussed the potential composition of senior management of the combined company.

On May 5, 2026, Cravath, Swaine & Moore LLP (“Cravath”), outside legal counsel to Olin, delivered to representatives of Kirkland an initial draft of the merger agreement for a potential business combination between Olin and Huntsman, which included, among other things, (i) governance provisions, including that there would be an “integration phase” until the third anniversary of closing, during which the governance provisions set forth in the merger agreement would need to be maintained, and that during such three-year period any removal of the CEO or non-executive chairman would require a three-fourths supermajority vote of the combined company board, (ii) reciprocal no-shop and “force the vote” provisions and (iii) reciprocal termination fees equal to 4.0% of Huntsman’s fully diluted equity value if the merger agreement was terminated under specified circumstances.

 

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The merger agreement also included a note that the exchange ratio was to be set based on volume weighted average prices (which we refer to as “VWAP”) as of signing with the reference period to be agreed. The draft merger agreement further contemplated that Olin would enter into a voting and support agreement with certain Huntsman stockholders in connection with execution of the merger agreement.

Between May 6 and June 15, 2026, members of Huntsman and Olin management and their respective advisors continued reciprocal due diligence and continued detailed assessment and refinement of the value of potential synergies, including multiple site visits and additional expert sessions relating to tax, human resources and benefits, information technology, environmental, legal, finance and treasury matters.

Also between May 6 and June 15, 2026, representatives of the financial and legal advisors of each of Huntsman and Olin engaged in multiple discussions regarding transaction status and process.

On May 11, 2026, management teams of Huntsman and Olin, together with representatives of Kirkland, Cravath and their respective accounting advisors, held a kickoff call regarding the process for preparing necessary SEC filings in connection with the proposed transaction. Thereafter, these teams held regular calls regarding preparation for the SEC filing process.

Also on May 11, 2026, Morgan Stanley provided a relationship disclosure memorandum to Huntsman, which was subsequently brought down on June 11, 2026, and summarized for the Huntsman board.

On May 14, 2026, the Olin board held a virtual special meeting, with members of Olin senior management in attendance for portions of the meeting, to discuss certain considerations with respect to the potential business combination with Huntsman. During the meeting, members of Olin senior management provided the Olin board with an update on recent discussions with Huntsman and the progress of diligence and negotiations with respect to the potential business combination, including a summary of key deal terms, the contemplated governance and management framework and a high-level overview of the targeted signing timeline.

Later on May 14, 2026, members of Olin management conducted forward-looking strategic plan presentations for Huntsman management and its advisors at the offices of Kirkland in Houston, including regarding Olin’s Chlor Alkali Products and Vinyls, Epoxy and Winchester businesses and their projections.

On May 15, 2026, members of Huntsman management conducted reciprocal forward-looking strategic plan presentations for Olin management and its advisors at the offices of Kirkland in Houston, including regarding Huntsman’s Polyurethanes, Advanced Materials and Performance Products businesses and their projections.

On each of May 14 and May 15, 2026, following the reciprocal management presentations, members of Huntsman and Olin management, together with representatives of their respective financial and legal advisors, discussed certain structuring considerations for the potential business combination, including tax and capital structure considerations associated with the proposed structure, as well as next steps and timeline for the transaction. Also in the course of these conversations, the parties discussed open “gating” items that were critical to finalize, including the calculation of the exchange ratio, related equity ownership split of the combined company and whether Mr. Huntsman would serve in a non-executive chairman capacity. Members of Huntsman management indicated to Olin management that Huntsman needed a value proposal from Olin in order to continue its evaluation of the potential business combination and members of Olin management made it clear that the Olin board would not support a potential business combination with an executive chairman.

Also on May 15, 2026, Citi provided a relationship disclosure memorandum to Huntsman, which was subsequently brought down on June 11, 2026, and summarized for the Huntsman board.

On May 16, 2026, members of Olin management indicated to members of Huntsman management that Olin needed to receive a revised draft of the merger agreement from Huntsman that reflected Huntsman’s positions

 

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with respect to certain “gating” items that were previously discussed between the parties in order for Olin to continue its evaluation of the potential business combination.

On May 18, 2026, representatives of Kirkland delivered to representatives of Cravath a revised draft of the merger agreement, which, among other things, (i) revised the governance provisions, including to note that the inclusion (and, if included, duration) of any “integration phase” during which the governance provisions set out in the merger agreement would need to be maintained and the duration of any super-majority vote provisions for the removal of the CEO and chairman were subject to discussion between the parties, (ii) generally accepted the proposed reciprocal no-shop and “force the vote” provisions, (iii) revised each party’s termination fee to be equal to 4.5% of that party’s fully diluted equity value and (iv) provided for expense reimbursement of up to $30 million in the event the other party’s shareholders did not approve the transaction other than in connection with an adverse recommendation change by the other party’s board. The merger agreement also included notes that the exchange ratio and whether Mr. Huntsman would serve as executive or non-executive chairman were subject to discussion between Mr. Lane and Mr. Huntsman.

On May 22, 2026, Mr. Huntsman and Mr. Lane met by telephone to discuss the status of the potential business combination, including the work necessary to finalize and announce a transaction, and Mr. Lane proposed that the parties use a market-based mechanism for aligning on the exchange ratio using a to-be-determined reference period.

Also on May 22, 2026, Mr. Lane delivered via email to Mr. Huntsman an excerpt of the proposed bylaws of the combined company setting forth the roles and responsibilities of the proposed non-executive chairman position.

On May 26, 2026, Huntsman made available to Olin and its advisors the Huntsman standalone projections in a virtual data room. For additional information on the Huntsman standalone projections, see the section of this joint proxy statement/prospectus entitled “—Certain Unaudited Prospective Financial Information”.

Also on May 26, 2026, Olin made available to Huntsman and its advisors the Olin standalone projections in a virtual data room. For additional information on the Olin standalone projections, see the section of this joint proxy statement/prospectus entitled “—Certain Unaudited Prospective Financial Information”.

On May 27, 2026, Mr. Huntsman and Mr. Lane met to discuss the status of the potential business combination, including certain material commercial diligence items and the roles and responsibilities of the proposed non-executive chairman position.

On May 27, 2026, Mr. Huntsman delivered via email to Mr. Lane a revised excerpt of the proposed bylaws of the combined company setting forth the roles and responsibilities of the proposed non-executive chairman position.

On May 28, 2026, Mr. Huntsman and Mr. Lane met by telephone to discuss the status of the potential business combination, including the timeline to announce a transaction and a discussion of the proposed role of a newly created chief integration officer in the combined company.

Also on May 28, 2026, a working group comprised of members of Huntsman management and Olin management met to discuss the status of the transaction and the workstreams necessary to prepare for a potential announcement of a transaction. During the period following this meeting until June 15, 2026, this working group met regularly to discuss transaction status.

On May 29, 2026, the Huntsman board held a virtual special meeting, with members of Huntsman management and representatives of Kirkland, Citi and Morgan Stanley in attendance for portions of the meeting, to discuss the status of the potential business combination with Olin and to further assess alternative strategic pathways available to Huntsman. Mr. Huntsman reviewed the implied equity ownership split between the two companies based on recent trading levels, noting the impact of relative stock price movements on the proposed

 

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equity ownership allocation. Mr. Huntsman noted that Olin had not yet proposed a definitive equity split between the parties. Huntsman management, together with representatives of Citi and Morgan Stanley, reviewed for the Huntsman board various strategic alternatives available to Huntsman, including continuing to execute Huntsman’s standalone plan, pursuing an all-stock merger with Olin and pursuing other strategic alternatives. The Huntsman board discussed the potential business combination with Olin, including the potential for greater scale, improved portfolio mix, accelerated deleveraging through synergies, reduced cyclicality and a potentially more resilient platform, as well as illustrative pro forma future share price analyses and related assumptions. The Huntsman board further discussed the relative merits and risks associated with other strategic alternatives, including considerations relating to execution, costs, actionability, tax leakage, leverage, potential counterparty universe and market environment. Representatives of Kirkland also reviewed the Citi and Morgan Stanley relationship disclosures and the Huntsman board determined that there were no conflicts that adversely affected the ability of the financial advisors to act on behalf of Huntsman in connection with the potential business combination.

Also on May 29, 2026, representatives of Cravath delivered to representatives of Kirkland a revised draft of the merger agreement, which, among other things, (i) revised the governance provisions, including to remove the provisions regarding an “integration phase” during which the governance provisions set out in the merger agreement would need to be maintained and to revise the super-majority vote requirement for the removal of the CEO to remain in place until the second anniversary of closing, (ii) revised the termination fees to each be equal to 4.25% of Huntsman’s fully diluted equity value and (iii) removed any expense reimbursement in the event the other party’s shareholders did not approve the transaction other than in connection with an adverse recommendation change by the other party’s board. The merger agreement also included a note that the exchange ratio was to be set as discussed between Mr. Lane and Mr. Huntsman in their telephonic conversation on May 22, 2026 and reiterated Olin’s position that Mr. Huntsman would serve as non-executive chairman.

On June 1, 2026, Ms. Castle updated the Olin board via email about the current status of recent discussions with Huntsman, including key points that remained open in the merger agreement, a high-level overview of the status of due diligence and the targeted signing timing.

On June 2, 2026, representatives of Huntsman, Olin, Kirkland, Cravath, Lazard, Citi and Morgan Stanley met virtually to discuss the transaction structure for the potential business combination, including a dual-vote transaction structure in which the parties would seek shareholder approval for both the direct merger and the subsidiary merger, as well as the relative merits of a direct merger versus a subsidiary merger structure, and other potential structures. In the course of the meeting, the parties discussed tax considerations, the impact of the deal structure on the combined company’s capital structure and shareholder approval requirements.

On June 4, 2026, representatives of Kirkland delivered to representatives of Cravath a revised draft of the merger agreement, which, among other things, (i) accepted that the super-majority vote requirement for the removal of the CEO would remain in place until the second anniversary of closing and revised to provide that removal would require approval of two-thirds of the combined company board (rather than three-fourths approval), (ii) revised the termination fees to each be equal to 4.5% of Huntsman’s fully diluted equity value and (iii) re-inserted provisions providing for expense reimbursement of up to $30 million in the event the other party’s shareholders did not approve the transaction other than in connection with an adverse recommendation change by the other party’s board. The merger agreement also included a note that the exchange ratio was to be agreed between Mr. Lane and Mr. Huntsman.

On June 5, 2026, Mr. Huntsman and Mr. Lane had a call to discuss the potential business combination, including the work necessary to finalize discussions related to the transaction structure and a path towards a potential signing.

On June 8, 2026, Mr. Huntsman and Mr. Lister and Mr. Lane and Mr. Slater met in person at the offices of Kirkland in Houston to discuss transaction structure as well as the proposed equity ownership split for the

 

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contemplated transaction. At the meeting, Mr. Lane suggested a combined company ownership split of 42% to 43% for Huntsman stockholders and 57% to 58% for Olin shareholders, noting that this split reflected long-term relative values for the two companies and accounted for the material increase in the price of Huntsman shares in recent days. Mr. Huntsman responded that the Huntsman board was expecting the exchange ratio to be determined based on more recent relative stock trading prices and such an exchange ratio would imply a combined company equity ownership split of approximately 45% for Huntsman stockholders and 55% for Olin shareholders. After discussion, though Mr. Huntsman and Mr. Lane had not reached agreement on the exchange ratio calculation, they discussed that the implied ownership split and the exchange ratio should be based on relative stock trading prices over a reasonable period of time before signing. Also at this meeting, Mr. Lane expressed Olin’s preference for a dual-vote transaction structure, pursuant to which Olin would seek shareholder approval for both the direct merger and the subsidiary merger.

Also on June 8, 2026, representatives of Cravath delivered to representatives of Kirkland a draft of the voting agreement to be entered into by Mr. Huntsman and certain affiliated entities.

On June 9, 2026, Huntsman management held a Huntsman board update call at which Mr. Huntsman provided an update regarding the June 8 meeting with Mr. Lane and Mr. Slater, including the proposed ownership split, transaction structure and chairman role. The members of the Huntsman board in attendance expressed that they would not be supportive of a transaction on the terms proposed by Mr. Lane at the June 8 meeting.

On June 9, 2026, the Olin board held a virtual special meeting, with members of Olin senior management and representatives of Lazard, Cravath and Sidley Austin LLP, regulatory counsel to Olin (which we refer to as “Sidley”), in attendance for portions of the meeting. At the meeting, Mr. Lane summarized the strategic rationale for the potential business combination with Huntsman, noting that it would provide growth opportunities not achievable for Olin on a standalone basis. Mr. Lane also led a discussion on the current status of negotiations on key terms and noted the impact of recent share price performance of the parties on the negotiations. Members of Olin senior management then discussed with the Olin board the process for developing Olin standalone projections. The members of Olin senior management noted that the Olin standalone projections had been provided to Huntsman in connection with the potential business combination. For additional information on the Olin standalone projections, see the section of this joint proxy statement/prospectus entitled “—Certain Unaudited Prospective Financial Information”. Following discussion, the Olin board approved the Olin standalone projections for use by Lazard in its financial analyses and fairness opinion with respect to the potential business combination. Members of Olin senior management also described to the Olin board the Huntsman standalone projections that had been prepared by Huntsman in connection with the potential business combination, explained the adjustments applied thereto by Olin management to produce the Olin management adjusted Huntsman projections and described the synergy projections that had been jointly developed by Olin and Huntsman management. For additional information on the Olin management adjusted Huntsman projections and the synergy projections, see the section of this joint proxy statement/prospectus entitled “—Certain Unaudited Prospective Financial Information”. Following such discussion, representatives of Lazard reviewed its preliminary financial analysis based on the Olin standalone projections and the Olin management adjusted Huntsman projections, as well as a range of exchange ratios with respect to the potential business combination and the anticipated post-closing ownership split of the combined company. Representatives of Cravath also reviewed with the Olin board its fiduciary duties in connection with the Olin board’s evaluation of the potential business combination and delivered a legal presentation with respect to the potential business combination, which included a discussion of key terms in the current draft of the merger agreement. Representatives of Cravath also reviewed with the Olin board the ongoing discussions with Huntsman regarding the structure of the potential business combination and the benefits and risks of the structures under discussion.

During the course of the day on June 9, 2026, Mr. Huntsman and Mr. Lane had a series of meetings by telephone to discuss valuation and the implied equity ownership split between Olin shareholders and Huntsman stockholders. During this discussion, Mr. Lane proposed, subject to approval by the Olin board, (i) an exchange

 

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ratio to be determined based on the ratio of the 30-day VWAP for Huntsman common stock and Olin common stock as of the close of market on Friday, June 12, 2026 and (ii) a dual-vote transaction structure. As part of this discussion, Mr. Lane emphasized that the dual-vote transaction structure would enhance the likelihood that the proposed business combination is approved by Olin shareholders while also giving Olin shareholders the opportunity to vote on a structure that may preserve Huntsman’s low-interest bonds, allowing the combined company to benefit from continuation of the lower interest expense.

Later on June 9, 2026, the Olin board held another virtual special meeting, with members of Olin senior management in attendance. Mr. Lane opened the meeting by updating the other members of the Olin board on the discussions with Mr. Huntsman that had occurred following the earlier meeting of the Olin board, noting that Mr. Huntsman had requested that Olin make a specific proposal on the exchange ratio. Mr. Lane suggested that Olin propose an exchange ratio tied to the 30-day VWAP leading up to the signing date, which based on current market prices would imply approximately 45.1% ownership of the combined company by Huntsman stockholders on a fully diluted basis. After discussion, the Olin board requested further financial analysis from Lazard with respect to the exchange ratio and other information from Cravath and members of Olin senior management with respect to the potential business combination. Following the discussion, Mr. Lane suggested that the Olin board reconvene on the evening of June 10, 2026 once the requested financial analyses and information were available.

On June 10, 2026, Mr. Lane and Mr. Huntsman met by telephone to further discuss the June 9 proposal from Mr. Lane. Mr. Huntsman expressed support for the proposed terms, subject to approval by the Huntsman board.

On June 10, 2026, Huntsman management held a Huntsman board update call to provide an update regarding the proposed transaction terms outlined by Mr. Lane during the June 9 telephonic meeting with Mr. Huntsman. The members of the Huntsman board in attendance expressed support for a transaction with the proposed exchange ratio and structure outlined by Mr. Lane on June 9, 2026.

Later in the day on June 10, 2026, Mr. Huntsman and Mr. Lane had a series of meetings by telephone. During the discussions, Mr. Huntsman and Mr. Lane agreed, in principle, subject to final approval of the boards of each of Olin and Huntsman, to determine the exchange ratio based on the ratio of the 30-day VWAP for Huntsman common stock and Olin common stock as of the close of market on Friday, June 12, 2026 and to proceed with the dual-vote transaction structure. Also during these discussions, Mr. Lane noted that Olin would agree to Huntsman’s most recent proposals regarding other key governance matters, termination fees and expense reimbursement.

Also on June 10, 2026, the Olin board held a virtual special meeting, with members of Olin senior management and representatives of Lazard and Cravath in attendance. At the meeting, Mr. Lane provided the Olin board with an update on the latest discussions with Mr. Huntsman that had occurred over the preceding day, noting that he and Mr. Huntsman had agreed in principle, subject to final approval of the boards of each of Olin and Huntsman, on the proposed exchange ratio calculation mechanism and structure outlined to Mr. Huntsman on June 9, 2026. Mr. Lane discussed with members of the Olin board the potential synergy benefits of the potential business combination and further analyses regarding the exchange ratio based on current market prices and the current 30-day VWAP. Following discussion, the Olin board expressed support for the proposed terms and agreed to reconvene in advance of the anticipated signing to further consider approval of the terms of the potential business combination, including the final exchange ratio.

On June 10, 2026, representatives of Cravath delivered to representatives of Kirkland a revised draft of the merger agreement, which, among other things, reflected the agreed-upon transaction structure and other matters discussed between Mr. Huntsman and Mr. Lane. From this point until the merger agreement was executed on June 15, 2026, the parties and their respective legal advisors exchanged revised drafts of the merger agreement and voting agreement and negotiated the terms of those agreements, including the transaction structure and

 

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required approvals, certain governance and social matters, termination provisions, including termination fees and expense reimbursement, regulatory approval covenants, and circumstances under which the voting agreement obligations would terminate. For information regarding the final terms of the merger agreement, see the section entitled “Merger Agreement.” A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

On June 11 and 12, 2026, Mr. Huntsman and Mr. Lane met by telephone to discuss potential final deal terms related to valuation and structure, external communications regarding the announcement of the potential business combination and to align on timing for the companies’ board meetings.

On June 11 and 12, 2026, management, investor relations and communications teams from Huntsman and Olin, in addition to their external advisors, met in person at the offices of Kirkland in Houston to review and discuss the internal and external communications strategy.

On June 12, 2026, the parties confirmed that the ratio of the 30-day VWAP for Huntsman common stock and Olin common stock as of the close of market on Friday, June 12, 2026, provided for an exchange ratio of 0.5476 shares of Olin common stock per share of Huntsman common stock, which would result in Olin shareholders and Huntsman stockholders holding approximately 54.5% and 45.5%, respectively, of the combined company on a fully diluted basis.

On June 13, 2026, representatives of Kirkland delivered to representatives of Cravath a revised draft of the voting agreement to be entered into by Mr. Huntsman and his affiliated entities, which, among other things, provided that the voting agreement would terminate in the event of an adverse recommendation change by the Huntsman board. For information regarding the final terms of the voting agreement, see the section entitled “The Merger—Voting and Support Agreement.” A copy of the voting agreement is attached as Annex G to this joint proxy statement/prospectus.

On June 13, 2026, Mr. Lane and Mr. Huntsman met by telephone during which Mr. Huntsman asked if Olin would agree to an exchange ratio in excess of 0.5476 shares of Olin common stock per share of Huntsman common stock, which would result in Huntsman stockholders holding a larger percentage of the combined company compared to the exchange ratio that had been previously agreed in principle between Mr. Lane and Mr. Huntsman. Mr. Lane reiterated Olin’s position that the exchange ratio be set at 0.5476 shares of Olin common stock per share of Huntsman common stock, as based on the 30-day VWAPs for Huntsman common stock and Olin common stock as of the close of market on Friday, June 12, 2026.

On June 14, 2026, the Huntsman board held a special meeting, in person at the offices of Kirkland in New York and virtually, with members of Huntsman management and representatives of Kirkland, Citi and Morgan Stanley in attendance for portions of the meeting. Mr. Huntsman provided an overview of recent developments regarding discussions with Olin, including the negotiation of the merger agreement and the proposed exchange ratio and implied post-closing equity ownership of Huntsman stockholders. Mr. Huntsman further noted to the Huntsman board that in the past several trading days, including by approximately 10.3% over the past few days leading up to the close of market on Friday, June 12, 2026, the end of the VWAP reference period, Huntsman’s common stock had continued to trade measurably higher on relatively modest volume, noting that a transaction at the proposed exchange ratio was likely to represent an implied value that would be at a discount to the market price of Huntsman common stock at announcement of the transaction despite being “at-the-market” based on longer-term trading averages. The Huntsman board discussed the differentials between near-, mid-, and long-term relative VWAPs as compared to relative trading prices from the last few days of trading prior to the date of the Huntsman board meeting. Representatives of Kirkland reviewed with the Huntsman board its fiduciary duties in connection with the Huntsman board’s evaluation of the potential business combination, reviewed the material terms of the proposed merger agreement and voting agreement, including the impact of the proposed structure on required shareholder approvals by Huntsman stockholders and Olin shareholders and on the capital structure of the combined company and reviewed the timing and substance of regulatory filing requirements. Following the

 

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legal discussion, representatives of Citi and Morgan Stanley reviewed their respective financial analyses relating to Huntsman, Olin, the combined company and the exchange ratio, taking into account, among other things, the Olin standalone projections and the Huntsman standalone projections. See the sections of this joint proxy statement/prospectus titled “The Merger—Opinions of Huntsman’s Financial Advisors—Opinion of Citigroup Global Markets Inc.—Financial Analyses” and “The Merger—Opinions of Huntsman’s Financial Advisors—Opinion of Morgan Stanley & Co. LLC—Summary of Financial Analysis of Morgan Stanley” for further descriptions of these analyses. Each of Citi and Morgan Stanley informed the Huntsman board that, based on information available at that time, they anticipated being in a position to deliver a fairness opinion should the Huntsman board decide to proceed with a transaction. After discussion, the Huntsman board decided to meet again the following day to determine whether to approve the proposed transaction.

On June 14 and 15, 2026, Mr. Huntsman and Mr. Lane met at the offices of Kirkland in New York to discuss the recent trading prices of Huntsman common stock and Olin common stock and the potential timing of announcement of a transaction.

Also on June 14 and 15, 2026, members of Huntsman and Olin management and representatives of their respective financial advisors met at the offices of Kirkland in New York to discuss the parties’ communications plan in respect of the announcement of a transaction.

On June 15, 2026, the Huntsman board held a special meeting, with members of Huntsman management and representatives of Kirkland, Citi and Morgan Stanley in attendance for portions of the meeting, to consider the proposed transaction and the merger agreement. The Huntsman board reviewed the most recent trading prices for Huntsman and Olin and the pros and cons of different timing options for announcement of a transaction. Following the discussion, representatives of Kirkland reviewed with the Huntsman board the latest terms of the substantially final merger agreement and related transaction documents. Representatives of Citi then confirmed that there were no changes to their financial analyses relating to the exchange ratio since the discussion the prior day and delivered to the Huntsman board an oral opinion, which was confirmed by delivery of a written opinion dated June 15, 2026, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, as set forth in its opinion, the exchange ratio was fair, from a financial point of view, to holders of Huntsman common stock. Representatives of Morgan Stanley then confirmed that there were no changes to their financial analyses relating to the exchange ratio since the discussion the prior day and delivered to the Huntsman board an oral opinion, which was confirmed by delivery of a written opinion dated June 15, 2026, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Morgan Stanley, as set forth in its opinion, the exchange ratio was fair, from a financial point of view, to holders of Huntsman common stock. The opinions of Citi and Morgan Stanley are each described in more detail in this joint proxy statement/prospectus in the sections entitled “—Opinions of Huntsman’s Financial Advisors—Opinion of Citigroup Global Markets, Inc.” and “—Opinions of Huntsman’s Financial Advisors—Opinion of Morgan Stanley & Co. LLC”.

After considering the proposed terms of the merger agreement and taking into consideration a variety of factors, including those described in the section entitled “—Recommendation of the Huntsman Board of Directors and Reasons for the Merger”, the Huntsman board unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the direct merger or the subsidiary merger, as applicable, are fair to and in the best interests of Huntsman and Huntsman stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, (c) resolved to recommend that Huntsman stockholders adopt the merger agreement and approve the transactions and (d) directed that the merger agreement, the direct merger, the subsidiary merger and the other transactions be submitted to Huntsman stockholders for adoption and approval at a special meeting of Huntsman stockholders.

On June 15, 2026, the Olin board held a virtual special meeting, with members of Olin senior management and representatives of Lazard, Cravath and Sidley in attendance. Mr. Lane opened the meeting by updating the

 

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other members of the Olin board on the discussions with Mr. Huntsman over the preceding days in preparation of the planned public announcement of the potential business combination on the morning of June 16, 2026 and on the proposed final terms of the transaction. Representatives of Lazard then reviewed with the Olin board its financial analysis of the potential business combination and rendered to the Olin board its oral opinion, which was subsequently confirmed in writing by the delivery of Lazard’s written opinion, dated June 15, 2026, which is attached to this joint proxy statement/prospectus as Annex D, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in such opinion, the exchange ratio is fair, from a financial point of view, to Olin. For a detailed discussion of Lazard’s opinion, see the section entitled “The Merger—Opinion of Olin’s Financial Advisor”. A discussion ensued regarding Lazard’s financial analysis and the factors affecting the valuation, exchange ratio and fairness opinion. Representatives of Cravath then delivered a legal presentation to the Olin board and reviewed with the Olin board a summary of the key terms of the merger agreement and voting and support agreement.

After considering the proposed terms of the merger agreement and other transaction documents and taking into consideration a variety of factors, including those described in the section entitled “—Recommendation of the Olin Board of Directors and Reasons for the Merger”, the Olin board resolved to proceed with the business combination with Huntsman and, in accordance with its good faith business judgment of the best interests of Olin and its shareholders, unanimously: (a) determined that Olin enter into the merger agreement and consummate, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith, and the other transactions contemplated by the merger agreement; (b) adopted the merger agreement and the related plan of merger and approved the consummation of the transactions contemplated by the merger agreement, including, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith; and (c) recommended that the Olin shareholders approve (i) the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger, and (ii) the issuance of shares of Olin common stock in connection with the subsidiary merger. The Olin board then directed members of Olin management and its advisors to finalize and execute the merger agreement and other transaction documents and to announce the execution of the merger agreement on the following day.

Following the meetings of the Huntsman board and Olin board, on June 15, 2026, representatives of Kirkland and Cravath finalized the merger agreement and other transaction documents. Later that evening, each of Olin, Huntsman, First Merger Sub and Second Merger Sub executed and delivered the merger agreement.

Prior to the opening of U.S. stock market trading on June 16, 2026, Huntsman and Olin issued a joint press release announcing the entry into the merger agreement. Around the same time, each of Huntsman and Olin filed a current report on Form 8-K disclosing such announcement.

Merger Consideration to Huntsman Stockholders

At the effective time, each eligible share of Huntsman common stock issued and outstanding immediately prior to the effective time (other than shares to be canceled in accordance with the merger agreement) will be converted into the right to receive 0.5476 shares of Olin common stock, which we refer to as the merger consideration. Following the merger, Huntsman common stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Huntsman stockholders that would have otherwise been entitled to receive a fractional share of Olin common stock will instead be entitled to receive, in lieu of such fractional shares of Olin common stock, an amount in cash (without interest and rounded to the nearest cent), equal to the product of (a) the amount of the fractional share interest in a share of Olin common stock to which such holder would be entitled under the merger agreement and (b) an amount equal to the average of the volume-weighted average price on each of the five consecutive trading days ending on (and including) the first trading day immediately prior to the closing date (as defined below). No

 

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Huntsman stockholder will be entitled by virtue of the right to receive consideration with respect to fractional shares to any dividends, voting rights or any other rights in respect of any fractional share of Olin common stock.

Closing and Effective Time of the Merger

The closing of the merger (which we refer to as the “closing”) will take place on the third business day following the satisfaction or (to the extent permitted by law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions), as described in the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” below, or at such other place, time and date as will be agreed in writing between Olin and Huntsman.

If the direct merger is consummated, the direct merger will become effective at such time as Olin and Huntsman shall agree and specify in the certificate of merger for the direct merger and the Virginia articles of merger and the certificate of merger filed with the Secretary of State of the State of Delaware.

If the subsidiary merger is consummated, the first subsidiary merger will become effective upon the due filing of the certificate of merger relating to the first subsidiary merger with the Secretary of State of the State of Delaware or at such later time as Olin and Huntsman will agree and specify in such certificate of merger (which we refer to as the “first effective time”). The second subsidiary merger will become effective upon the due filing of the certificate of merger relating to the second subsidiary merger with the Secretary of State of the State of Delaware or at such later time as Olin and Huntsman will agree and specify in such certificate of merger (which we refer to as the “second effective time”).

Board of Directors of the Combined Company Following the Consummation of the Merger

The combined company board will have ten members, comprised of (a) four directors from among the members of the Olin board as of immediately prior to the effective time, each of whom will be designated by the Olin board prior to the effective time, (b) four directors from among the members of the Huntsman board as of immediately prior to the effective time, each of whom will be designated by the Huntsman board prior to the effective time, and (c) the chief executive officer of Olin as of immediately prior to the effective time and the chief executive officer of Huntsman as of immediately prior to the effective time.

Ownership of the Combined Company

Immediately after the closing of the merger, it is expected that Olin shareholders as of immediately prior to the merger will own approximately 54.5%, and Huntsman stockholders as of immediately prior to the merger will own approximately 45.5%, of the issued and outstanding shares of the combined company’s stock, in each case calculated based on the fully diluted market capitalizations of Olin and Huntsman as of the date of signing of the merger agreement. The exact ownership interests of Olin shareholders and Huntsman stockholders in the combined company immediately following the merger will depend on the number of shares of Olin common stock and the number of shares of Huntsman common stock issued and outstanding immediately prior to the effective time and the number of issued and outstanding Huntsman equity awards to be settled in shares of Olin common stock in connection with the merger, as provided in the section entitled “The Merger Agreement—Consideration.”

Recommendation of the Olin Board of Directors and Reasons for the Merger

At a meeting held on June 15, 2026, the Olin board, in accordance with its good faith business judgment of the best interests of Olin and its shareholders, unanimously: (1) determined that Olin enter into the merger agreement and consummate, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith, and the other transactions contemplated by the merger

 

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agreement; (2) adopted the merger agreement and the related plan of merger and approved the consummation of the transactions contemplated by the merger agreement, including, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith; and (3) recommended that the Olin shareholders approve (i) the merger agreement and the related plan of merger providing for the direct merger, including the issuance of shares of Olin common stock in connection with the direct merger and (ii) the issuance of shares of Olin common stock in connection with the subsidiary merger. The Olin board unanimously recommends that Olin shareholders vote “FOR” the Olin direct merger proposal, “FOR” the Olin subsidiary merger proposal, “FOR” the Olin advisory compensation proposal and “FOR” the Olin adjournment proposal.

In evaluating the merger, the Olin board met multiple times to consider a potential business combination with Huntsman, including in executive sessions, consulted with Olin management and outside legal, financial, strategic and other advisors, and considered a number of factors, weighing both perceived benefits of the merger as well as potential risks, uncertainties and other potentially negative factors associated with the business combination with Huntsman.

In the course of its deliberations, the Olin board considered a variety of factors and information that it believes supports its determinations and recommendation, including the following (which are not necessarily presented in order of relative importance):

Strategic Benefits of the Merger:

 

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Olin’s belief that the business combination with Huntsman will bring together complementary upstream and downstream capabilities and that the value and timing of this opportunity will generate long-term value for Olin shareholders.

 

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Olin’s belief that the complementary portfolios and enhanced geographic footprint of the combined company, including its presence in the U.S. Gulf Coast, Europe and Asia, will allow the combined company to capitalize on regional sector dynamics and better serve customers across key markets.

 

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Olin’s belief that the combined company will benefit from the vertical integration of Olin’s manufacturing and feedstock capabilities with Huntsman’s downstream products and formulation expertise, which is expected to improve margins and cash flow through a more efficient operating model.

 

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Olin’s identification of more than $300 million of near-term cost synergies and integration benefits expected to be realized by the end of the third year following closing, with the vast majority expected to be realized within 24 months of the closing.

 

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Olin’s belief that the drivers of these synergies include (a) approximately $150 million of SG&A synergies from overhead reduction and elimination of duplicative corporate costs across functions, (b) approximately $75 million of purchasing and raw material integration synergies from greater scale in sourcing, rationalized supplier relationships and lower raw material costs across the combined company, and (c) approximately $75 million of operational synergies from global asset optimization and fixed cost reductions associated with operating a more integrated manufacturing network.

 

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Olin’s belief that, in addition to the more than $300 million of near-term cost synergies and integration benefits, an additional $100 million of annual raw material integration benefits are expected to be realized beginning in 2031.

 

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Olin’s belief that the identified cost synergies are highly actionable and the result of detailed diligence and analysis over several months by cross-functional teams from both Olin and Huntsman and their respective advisors.

 

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Olin’s belief that the identified cost synergies are incremental to Olin’s and Huntsman’s cost saving plans as independent companies, which savings would not be available to either company on a standalone basis.

 

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Olin’s belief that the combined company will be more resilient and profitable than the companies on a standalone basis, evidenced by the $1.3 billion in 2025 Adjusted EBITDA on a combined company basis (including expected run-rate synergies), and that the combined company will benefit from a robust balance sheet with an evenly weighted maturity profile, no bond maturities before 2029, and an attractive blended cost of debt of approximately 5.1%.

 

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Olin’s belief that the combined company’s enhanced scale will allow it to improve profitability and cash flow generation through the cycle, support near-term deleveraging, maintain a stable dividend policy and pursue shareholder returns and high-return organic and inorganic growth projects.

 

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Olin’s belief that the combined company will benefit from an experienced management team and leadership team drawing from both organizations, including the agreement that, upon the closing of the merger, (a) current Olin president and chief executive officer, Kenneth T. Lane, will serve as chief executive officer of the combined company, (b) current chairman, president and chief executive officer of Huntsman, Peter R. Huntsman, will serve as non-executive chairman of the combined company board and (c) current executive vice president and chief financial officer of Huntsman, Philip M. Lister, will serve as the chief financial officer of the combined company.

 

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Olin’s belief that the commitment to deliver on the identified synergies will be bolstered by the agreement that, upon the closing of the merger, (a) current senior vice president and chief financial officer of Olin, Todd A. Slater, will serve as chief integration officer of the combined company, reporting to the chief executive officer of the combined company, and (b) the combined company board will establish a strategic integration committee to oversee integration and synergy realization.

 

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The Olin senior management team’s recommendation in support of the business combination with Huntsman.

 

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The Olin board’s knowledge of, and discussions with Olin management and its advisors regarding, each of Olin’s and Huntsman’s businesses, operations, financial condition, earnings, prospects and common stock trading multiples, taking into account Olin’s publicly filed information and the results of Olin’s due diligence investigation of Huntsman.

 

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The current and prospective environment of the chemicals industry generally in which Olin and Huntsman operate.

 

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The oral opinion of Lazard rendered to the Olin board on June 15, 2026, which was subsequently confirmed by delivery of a written opinion, dated June 15, 2026, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in such opinion, the exchange ratio was fair, from a financial point of view, to Olin, as more fully described below in the section entitled “The Merger—Opinion of Olin’s Financial Advisor” beginning on page 95 of this joint proxy statement/prospectus. The full text of the written opinion of Lazard, dated June 15, 2026, is attached as Annex D to this joint proxy statement/prospectus, which is incorporated herein by reference.

 

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Olin’s belief that the restrictions imposed on Olin’s business and operations during the pendency of the merger are reasonable and not unduly burdensome.

 

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The fact that the exchange ratio is fixed and will not fluctuate in the event that the market price of Huntsman common stock increases relative to the market price of Olin common stock between the date of the merger agreement and the consummation of the merger.

 

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The fact that Olin shareholders will have the opportunity to vote on the direct merger proposal and the subsidiary merger proposal, and that the approval of either of the direct merger proposal or the subsidiary merger proposal is a condition precedent to the merger.

 

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The Olin board’s belief that, if the merger is effected via a direct merger instead of a subsidiary merger, the combined company will preserve Huntsman’s low-interest bonds, allowing the combined company to benefit from greater financial benefits resulting from a direct merger compared to those available in

 

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the subsidiary merger in terms of capital structure efficiency. If the merger is consummated through the subsidiary merger, two series of Huntsman’s notes—the 2.950% Senior Notes due 2031 and the 4.500% Senior Notes due 2029—will likely be required to be refinanced. Any such refinancing of such notes would be funded with the proceeds of new debt of the combined company that will accrue interest at a rate that is anticipated to be higher than the interest rate of such notes being refinanced. The increase in interest expense of the combined company from any such refinancing will result in a correspondingly lower amount of net income. See Note 7 of the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

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The Olin board’s belief that the merger, whether effected through the direct merger or the subsidiary merger, is expected to generate significant value for Olin shareholders.

 

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The Olin board’s belief that, as part of Olin’s evaluation of the merger and customary due diligence exercise, including comprehensive legal, regulatory and environmental due diligence, Olin and the Olin board carefully considered all opportunities and risks, including, without limitation, by working closely with Olin’s advisors in connection with a detailed review and assessment of Huntsman.

Transaction Terms:

 

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The board of the combined company immediately following consummation of the merger will consist of ten members with equal representation from Olin and Huntsman, including (a) four independent directors from Olin, (b) four independent directors from Huntsman and (c) the current chief executive officer of each of Olin and Huntsman.

 

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Olin’s belief regarding the favorability of the exchange ratio relative to its current assessment of the valuation of each company (including all opportunities and risks), and the fact that Olin shareholders will own approximately 54.5% of the issued and outstanding shares of Olin common stock following consummation of the merger (on a fully diluted basis) and continue to benefit from the upside of the combined company on a go-forward basis.

 

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The fact that, while Olin is obligated to use its reasonable best efforts to complete the merger, Olin is not compelled to take any actions or agree to any terms, conditions or limitations as a condition to, or in connection with, obtaining any regulatory approvals required to complete the merger if such action, individually or when aggregated with other such actions, would reasonably be expected to have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of (1) Olin and its subsidiaries, taken as a whole, or (2) Huntsman and its subsidiaries, taken as a whole (whether prior to or following the transactions contemplated by the merger agreement), in each case, with materiality determined by reference to a business the size of Huntsman and its subsidiaries, taken as a whole.

 

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The likelihood that the merger would be completed and the Olin board’s evaluation of the likely time period necessary to close the merger.

 

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The representations, warranties, covenants and conditions contained in the merger agreement, including the following (which are not necessarily presented in order of relative importance):

 

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That Olin has the ability, in specified circumstances, to provide non-public information to and to engage in discussions or negotiations with a third party that makes an unsolicited acquisition proposal, as further described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus.

 

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That the Olin board has the ability, in specified circumstances, to change its recommendation to Olin shareholders in favor of the direct merger proposal and the subsidiary merger proposal, as further described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus.

 

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That there are limited circumstances in which the Huntsman board may terminate the merger agreement or change its recommendation that Huntsman stockholders approve the Huntsman merger proposal, and if the merger agreement is terminated under specified circumstances, Huntsman has agreed to pay Olin a termination fee of $121 million and, under certain circumstances, reimburse the reasonable and documented out-of-pocket fees and expenses of Olin, subject to a cap of $30 million. For additional information, see the section entitled “The Merger Agreement—Termination” beginning on page 180 of this joint proxy statement/prospectus.

 

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The requirement that Huntsman must hold a stockholder vote on the approval of the Huntsman merger proposal, even if the Huntsman board has withdrawn or changed its recommendation in favor of the Huntsman merger proposal, and the inability of Huntsman to terminate the merger agreement in connection with an acquisition proposal. For additional information, see the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus.

 

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That the merger agreement permits Olin to continue to pay regular quarterly cash dividends of $0.20 per share to its shareholders in accordance with past practice.

In the course of its deliberations, the Olin board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

 

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The possibility that the merger may not be completed in a timely manner or at all and the potential consequences of non-completion or delays in completion.

 

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The effect that the period from announcement of the merger until consummation could have on the market price of Olin common stock, Olin’s operating results and Olin’s relationships with its employees, shareholders, industry contacts and others who do business with Olin.

 

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The possibility that the integration of Olin and Huntsman may not be as successful as expected and that the anticipated benefits of the merger may not be realized in full or in part, including the risk that synergies may not be achieved or may not be achieved in the expected time frame, which could cause the trading price of the combined company’s common stock to decline or experience unanticipated volatility, adversely affecting the value of Olin shares held by Olin shareholders following the merger.

 

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The possibility that the attention of Olin’s senior management may be diverted from other strategic priorities to focus on implementing the merger, including making arrangements for the integration of Olin’s and Huntsman’s operations, assets and employees following the merger.

 

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The possibility that Olin shareholders may not approve either the Olin direct merger proposal or the Olin subsidiary merger proposal.

 

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The possibility that the Huntsman board could, under certain circumstances, consider alternative proposals and make an adverse recommendation change in response to a takeover proposal to the Huntsman stockholders.

 

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The possibility that the Huntsman stockholders may not approve the Huntsman merger proposal.

 

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The fact that the merger agreement imposes “no-shop” restrictions on Olin’s ability to solicit alternative transactions, which are described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus.

 

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The fact that there are limited circumstances in which the Olin board may terminate the merger agreement or change its recommendation that Olin shareholders approve the Olin direct merger proposal or the Olin subsidiary merger proposal, and if the merger agreement is terminated under specified circumstances, Olin has agreed to pay Huntsman a termination fee of $121 million and, under certain circumstances, reimburse the reasonable and documented out-of-pocket fees and expenses of

 

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Huntsman, subject to a cap of $30 million. For additional information, see the section entitled “The Merger Agreement—Termination” beginning on page 180 of this joint proxy statement/prospectus.

 

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The possibility that (i) the $121 million termination fee payable by Olin to Huntsman under certain circumstances involving the termination of the merger agreement, (ii) the expense reimbursement obligation of up to $30 million payable by Olin to Huntsman in the event of termination for failure to obtain approval of the merger from Olin shareholder and (iii) the “force the vote” provision, which prevents Olin from terminating the merger agreement to accept a superior proposal unless and until Olin’s shareholders vote against the proposals, could discourage other potential parties from making a competing offer to Olin.

 

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The potential that the no-shop and termination provisions of the merger agreement could discourage alternative bidders that might have been willing to submit superior proposals to Olin.

 

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The requirement that Olin must hold a shareholder vote on the approval of the Olin direct merger proposal and the Olin subsidiary merger proposal, even if the Olin board has withdrawn or changed its recommendation in favor of such proposals, and the inability of Olin to terminate the merger agreement in connection with an acquisition proposal. For additional information, see the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus.

 

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The transaction costs to be incurred by Olin in connection with the merger.

 

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The possibility that the merger could have adverse effects on relationships with customers and third parties with whom Olin and Huntsman do business, including under contracts that may require consents for merger transactions or transactions resulting in a change of control.

 

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The possibility of lawsuits being brought against Olin, Huntsman or their respective boards in connection with the merger.

 

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The impact of the merger on the existing debt financing arrangements of Olin and Huntsman and the risk that any refinancing that may be undertaken in connection with the merger ultimately may not be available at all or on the terms anticipated by Olin.

 

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The fact that the transactions contemplated by the merger agreement will result in a substantial increase in Olin’s level of indebtedness, and the risk that the combined company may be more adversely affected by an economic downturn than Olin would have been on a standalone basis given such increased indebtedness.

 

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The risk that the completed merger may be effected via a subsidiary merger instead of a direct merger, which is the parties’ preferred structure due to the additional financial benefits to the combined company resulting from a direct merger in terms of capital structure efficiency.

 

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The risk that antitrust regulatory authorities may not approve the merger (or that such approvals may not be received in a timely manner) or may impose terms and conditions on their approvals that may prevent or delay the consummation of the merger or may adversely affect the business, operations and financial results of the combined company following the merger.

 

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The restrictions on the conduct of Olin’s business during the period between the signing of the merger agreement and consummation of the merger, including the requirement that Olin must conduct its business only in the ordinary course, subject to specific exceptions, which could negatively impact Olin’s ability to pursue various business opportunities or strategic transactions.

 

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The risks associated with the occurrence of events that may materially and adversely affect the financial condition, properties, assets, liabilities, business or results of operations of Huntsman and its subsidiaries but that will not entitle Olin to terminate the merger agreement.

 

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The potential impact on the market price of Olin common stock as a result of the issuance of the merger consideration to holders of eligible shares of Huntsman common stock.

 

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•

The risk that certain members of Olin’s and Huntsman’s management teams might choose not to remain employed with the combined company.

 

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Various other risks described in the section entitled “Risk Factors” beginning on page 38 of this joint proxy statement/prospectus.

The Olin board believed that, overall, the potential benefits of the business combination to Olin shareholders outweighed the risks and uncertainties of the business combination. The Olin board considered all of these factors as a whole and, in accordance with its good faith business judgment of the best interests of Olin and its shareholders, unanimously determined that Olin enter into the merger agreement and consummate, as applicable, the direct merger or the subsidiary merger and the issuance of shares of Olin common stock in connection therewith, and the other transactions contemplated by the merger agreement. The foregoing discussion of the information and factors considered by the Olin board in reaching its conclusions and recommendation includes the principal factors considered by the Olin board, but is not intended to be exhaustive and may not include all of the factors considered by the Olin board. In view of the wide variety of factors considered by the Olin board in connection with its evaluation of the business combination with Huntsman and the complexity of these matters, the Olin board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative or specific weights to the specific factors that it considered in reaching its decision. Rather, the Olin board viewed its decisions as being based on the totality of the factors and information it considered. In considering the factors described above and any other factors, each individual member of the Olin board applied his or her own personal business judgment to the process and may have viewed factors differently or given different weight or merit to different factors.

In considering the recommendation of the Olin board that Olin shareholders vote to approve the Olin direct merger proposal and the Olin subsidiary merger proposal, Olin shareholders should be aware that the directors and executive officers of Olin have certain interests in the merger that may be different from, or in addition to, the interests of Olin shareholders generally. The Olin board was aware of these interests and considered them when approving the merger agreement and recommending that Olin shareholders vote to approve the Olin direct merger proposal and the Olin subsidiary merger proposal, which are described in the section entitled “The Merger—Interests of Olin Directors and Executive Officers in the Merger” beginning on page 136 of this joint proxy statement/prospectus.

The foregoing discussion of the information and factors considered by the Olin board is forward-looking in nature and should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 52 of this joint proxy statement/prospectus.

Opinion of Olin’s Financial Advisor

Olin retained Lazard to act as its financial advisor in connection with the merger. In connection with this engagement, the Olin board requested that Lazard evaluate the fairness, from a financial point of view, to Olin of the exchange ratio provided for in the merger. On June 15, 2026, at a meeting of the Olin board held to evaluate the merger, Lazard rendered its oral opinion to the Olin board, subsequently confirmed in writing, that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in such opinion, the exchange ratio provided for in the merger was fair, from a financial point of view, to Olin.

The full text of Lazard’s written opinion, dated June 15, 2026, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion, and you are encouraged to read the opinion and this section carefully and in their entirety.

 

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Lazard’s opinion was provided for the use and benefit of the Olin board (in its capacity as such) in its evaluation of the merger, and addressed only the fairness, as of the date of the opinion, from a financial point of view, to Olin of the exchange ratio provided for in the merger. Lazard’s opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto.

Lazard’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Lazard as of, the date of Lazard’s opinion. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of Lazard’s opinion. Lazard’s opinion did not express any opinion as to the prices at which shares of Olin common stock or Huntsman common stock may trade at any time subsequent to the announcement of the merger. Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Olin might engage or the merits of the underlying decision by Olin to engage in the merger.

In connection with its opinion, Lazard:

 

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Reviewed the financial terms and conditions of the merger agreement;

 

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Reviewed certain publicly available historical business and financial information relating to Huntsman and Olin;

 

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Reviewed various financial forecasts and other data provided to Lazard by Huntsman, as adjusted by Olin, relating to the business of Huntsman (referred to herein as the “Olin management adjusted Huntsman projections” and summarized in the section titled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 128 of this joint proxy statement/prospectus), financial forecasts and other data provided to Lazard by Olin relating to the business of Olin (referred to herein as the “Olin standalone projections” and summarized in the section titled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 128 of this joint proxy statement/prospectus and, together with the Olin management adjusted Huntsman projections, the “Projections”), and the projected synergies and other benefits, including the amount and timing thereof, anticipated by the managements of Olin and Huntsman to be realized from the merger (referred to herein as the “Projected Synergies” and summarized in the section titled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 128 of this joint proxy statement/prospectus);

 

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Held discussions with members of the senior managements of Huntsman and Olin with respect to the businesses and prospects of Huntsman and Olin, respectively, and with respect to the Projected Synergies and other benefits anticipated by the managements of Olin and Huntsman to be realized from the merger;

 

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Reviewed public information with respect to certain other companies in lines of business Lazard believed to be generally relevant in evaluating the businesses of Huntsman and Olin, respectively;

 

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Reviewed historical stock prices and trading volumes of Huntsman common stock and Olin common stock;

 

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Reviewed the potential pro forma financial impact of the merger on Olin based on the Projections and the Projected Synergies; and

 

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Conducted such other financial studies, analyses and investigations as Lazard deemed appropriate.

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information, and such information formed a substantial basis for Lazard’s opinion. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Huntsman or Olin or concerning the solvency or fair value of Huntsman or Olin, and was not furnished with any such valuation or appraisal. With respect to the financial forecasts utilized in Lazard’s analyses, including those related to Projected Synergies and other benefits anticipated by the managements of Olin and Huntsman to be realized from the merger, Lazard assumed, with the consent of Olin, that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments as to the future

 

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financial performance of Huntsman and Olin, respectively, and such synergies and other benefits. In addition, Lazard assumed, with the consent of Olin, that the Projections and the Projected Synergies will be realized in the amounts and at the times contemplated thereby. Lazard assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they are based.

In rendering its opinion, Lazard assumed, with the consent of Olin, that the merger will be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of Olin, that obtaining the necessary governmental, regulatory or third party approvals and consents for the merger will not have an adverse effect on Olin, Huntsman, or the merger. Lazard further assumed, with the consent of Olin, that the merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor does Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understands that Olin obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the exchange ratio to the extent expressly specified in its opinion) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger, including the voting and support agreements by and between Olin and certain Huntsman stockholders. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the exchange ratio or otherwise.

Summary of Financial Analyses of Lazard

The following is a summary of the material financial analyses reviewed with Olin in connection with Lazard’s opinion, dated June 15, 2026. The summary of Lazard’s analyses provided below is not a complete description of the analyses underlying Lazard’s opinion, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Lazard. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to particular circumstances and, therefore, is not readily susceptible to summary description. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses.

In arriving at its opinion, Lazard considered the results of all of the analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any factor or method of analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses in the summary set forth below, without considering the analyses as a whole, could create an incomplete or misleading view of the analyses underlying Lazard’s opinion.

For purposes of its analyses and review, Lazard considered economic, monetary, market and other conditions, many of which are beyond the control of Olin and Huntsman. No company or business used in Lazard’s analyses is identical to Olin or Huntsman, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies, businesses or transactions used in Lazard’s analyses. The estimates contained in Lazard’s analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold.

 

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Accordingly, the estimates used in, and the results derived from, Lazard’s analyses are inherently subject to substantial uncertainty.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 15, 2026, and is not necessarily indicative of current market conditions.

The following is a summary of the material financial and comparative analyses with respect to Olin and Huntsman which Lazard deemed to be appropriate for this type of transaction and that were performed by Lazard in connection with rendering its opinion. As part of the analysis to consider fairness of the merger, Lazard reviewed several valuation methodologies and metrics to evaluate the exchange ratio provided for in the merger.

Discounted Cash Flow Analysis

Using the Projections, Lazard performed a discounted cash flow analysis of each of Olin and Huntsman for the purpose of determining an implied equity value per share for Olin common stock and Huntsman common stock. Lazard conducted its discounted cash flow analysis with respect to Olin on a sum-of-the-parts basis, with a separate discounted cash flow analysis for each of Olin’s CAPV/Epoxy business segment (referred to herein as “CAPV/Epoxy”) and Olin’s Winchester segment (referred to herein as “Winchester”).

A discounted cash flow analysis is a valuation methodology used to derive a valuation of a company by calculating the present value of the company’s estimated future cash flows. A company’s “estimated future cash flows” are its projected unlevered free cash flows, and “present value” refers to the value today or as of an assumed date of the future cash flows or amounts and is obtained by discounting the estimated future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, capital structure, income taxes, expected returns and other appropriate factors. “Terminal value” refers to the capitalized value of all cash flows from an asset for periods beyond the final forecast period. “EV” refers to aggregate enterprise value, calculated as market capitalization plus book value of total debt plus non-controlling interest (as appropriate for the company being analyzed), less cash, cash equivalents and marketable securities. “EBITDA” refers to earnings before interest, taxes, depreciation and amortization. “Adjusted EBITDA” refers to EBITDA, as adjusted according to the definition included in “The Merger—Certain Unaudited Prospective Financial Information—Olin Standalone Projections” beginning on page 131 of this joint proxy statement/prospectus, in the case of Olin, and “The Merger—Certain Unaudited Prospective Financial Information—Olin Management Adjusted Huntsman Projections” beginning on page 133 of this joint proxy statement/prospectus, in the case of Huntsman. “Unlevered free cash flow” has the definition ascribed to such term in “The Merger—Certain Unaudited Prospective Financial Information—Olin Standalone Projections” beginning on page 131 of this joint proxy statement/prospectus, in the case of Olin, and “The Merger—Certain Unaudited Prospective Financial Information—Olin Management Adjusted Huntsman Projections” beginning on page 133 of this joint proxy statement/prospectus, in the case of Huntsman. Certain of the foregoing terms are used throughout this summary of financial analyses.

Olin – CAPV/Epoxy. Lazard, in performing its discounted cash flow analysis of CAPV/Epoxy, applied discount rates ranging from 9.25% to 10.25%, which were chosen by Lazard based on CAPV/Epoxy’s weighted average cost of capital as calculated by Lazard, to unlevered free cash flows expected to be generated by CAPV/Epoxy during the years 2026 (excluding the first quarter of 2026 for purposes of its analysis) through 2031. The unlevered cash flows for such years were based on the information contained in the Olin standalone projections and were calculated by Lazard for such years to be $191 million, $396 million, $547 million, $733 million, $905 million and $1,042 million, respectively. Lazard calculated a range of estimated terminal values for CAPV/Epoxy by applying a selected range of perpetuity growth rates of 0.75% to 1.75%, selected by Lazard based on its professional judgment, to the unlevered cash flows attributable to CAPV/Epoxy for the fiscal year ending December 31, 2031.

Olin –Winchester. Lazard, in performing its discounted cash flow analysis of Winchester, applied discount rates ranging from 10.75% to 11.75%, which were chosen by Lazard based on Winchester’s weighted average cost

 

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of capital as calculated by Lazard, to unlevered free cash flows expected to be generated by Winchester during the years 2026 (excluding the first quarter of 2026 for purposes of its analysis) through 2031. The unlevered cash flows for such years were based on the information contained in the Olin standalone projections and were calculated by Lazard for such years to be $46 million, $106 million, $159 million, $132 million, $171 million and $225 million, respectively. Lazard calculated a range of estimated terminal values for Winchester by applying a selected range of perpetuity growth rates of 1.0% to 2.0% selected by Lazard based on its professional judgment to the unlevered cash flows attributable to Winchester for the fiscal year ending December 31, 2031.

Olin – Overall. The discounted cash flow analyses for CAPV/Epoxy and Winchester resulted in a range of implied equity values for Olin, as a whole, of approximately $44.30 to $58.15 per share of Olin common stock, compared to the closing market price of $25.13 per share on June 12, 2026.

Huntsman. Lazard, in performing its discounted cash flow analysis of Huntsman, applied discount rates ranging from 9.25% to 10.25%, which were chosen by Lazard based on Huntsman’s weighted average cost of capital as calculated by Lazard, to unlevered free cash flows expected to be generated by Huntsman during the years 2026 (excluding the first quarter of 2026 for purposes of its analysis) through 2030. The unlevered cash flows for such years were based on the information contained in the Olin management adjusted Huntsman projections and were calculated by Lazard for such years to be $148 million, $128 million, $369 million, $412 million, and $572 million, respectively. Lazard calculated a range of estimated terminal values for Huntsman by applying a selected range of perpetuity growth rates of 1.50% to 2.50% selected by Lazard based on its professional judgment to the unlevered cash flows attributable to Huntsman for the fiscal year ending December 31, 2030. This analysis resulted in a range of implied equity values of approximately $17.50 to $25.30 per share of Huntsman, compared to the closing market price of $15.74 per share on June 12, 2026.

Applying the foregoing analyses, Lazard then calculated the implied exchange ratio by (i) dividing the low end of the implied equity value per share of the Huntsman common stock of $17.50 by the high end of the implied equity value per share of the Olin common stock of $58.15, and (ii) by dividing the high end of the implied equity value per share of the Huntsman common stock of $25.30 by the low end of the implied equity value per share of the Olin common stock of $44.30. This analysis indicated a range of implied exchange ratios of 0.3005x and 0.5715x, as compared to the final exchange ratio of 0.5476.

Public Market Analysis

Lazard reviewed certain financial information, valuation multiples and market trading data relating to Olin, Huntsman and selected publicly traded companies that Lazard believed, based on its experience with companies in the industries in which Olin and Huntsman operate, to be similar to Olin and Huntsman’s current and the combined company’s anticipated operations for purposes of this analysis. Financial data of the selected companies were based on the most recent public filings and other publicly available information. Financial data of Olin and Huntsman and the combined company were based on the Projections.

CAPV/Epoxy and Huntsman. Lazard reviewed data for Olin and Huntsman and the following five selected publicly traded companies in the chemicals industry (referred to herein as the “selected chemicals companies”), the operations of which Lazard deemed similar for purposes of this analysis, based on Lazard’s professional judgment and experience, to one or more business lines of CAPV/Epoxy and Huntsman:

 

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Celanese

 

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Dow

 

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Eastman

 

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LyondellBasell

 

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Westlake

 

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With respect to the selected chemical companies, the information Lazard presented to the Olin board included multiples of EV to EBITDA for 2026, 2027 and 2028 (referred to herein as EV/2026E EBITDA, EV/2027E EBITDA and EV/2028E EBITDA, respectively).

The results of the analysis for the selected chemicals companies are as indicated in the following table:

 

Metric

High

Median

Mean

Low

EV/2026E EBITDA

8.4x

7.0x

6.9x

5.7x

EV/2027E EBITDA

8.0x

7.1x

7.2x

6.5x

EV/2028E EBITDA

7.4x

6.9x

7.0x

6.3x

Winchester. In addition, Lazard reviewed data for Winchester and the following three selected publicly traded companies in the firearms and ammunitions industry (the “selected ammunition companies”), the operations of which Lazard deemed similar for purposes of this analysis, based on Lazard’s professional judgment and experience, to one or more business lines of Winchester:

 

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Smith & Wesson

 

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Sturm, Ruger & Co.

 

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Outdoor Holding

With respect to the selected ammunition companies, the information Lazard presented to the Olin board included multiples of EV to EBITDA for 2026 and 2027. Such information was not available for 2028 with respect to the selected ammunition companies, and was not available for 2027 with respect to Smith & Wesson. In light of the small number of comparable companies and unavailability of certain information, Lazard did not calculate the means, medians, highs or lows.

Based on the above analyses, Lazard derived multiple reference ranges for 2027E EV/EBITDA of 7.5x to 9.0x for Huntsman, 6.5x to 8.0x for CAPV/Epoxy and 7.5x to 9.0x for Winchester, which in the case of Winchester, was based on the range of multiples available for the selected ammunition companies and Lazard’s professional judgment and experience. Lazard then conducted a sum-of-the-parts analysis, assuming $20 million of Olin’s unallocated corporate expenses are allocated to Winchester and the remainder are allocated to CAPV/Epoxy, resulting in an implied range for 2027E EV/EBITDA of 6.7x to 8.2x for Olin as a whole. After applying such ranges to the (i) $688 million in Adjusted EBITDA forecasted for CAPV/Epoxy in 2027 under the Olin standalone projections, (ii) $162 million in Adjusted EBITDA forecasted for Winchester in 2027 under the Olin standalone projections, and (iii) $524 million in Adjusted EBITDA forecasted for Huntsman in 2027 under the Olin management adjusted Huntsman projections, the analysis indicated an implied equity value per share of Olin common stock between $24.70 and $35.50, compared to the Olin common stock closing market price of $25.13 per share on June 12, 2026, and an implied equity value per share of Huntsman common stock between $11.35 and $15.80, compared to the closing market price of $15.74 per share on June 12, 2026.

Applying the foregoing Lazard analyses, Lazard then calculated the implied exchange ratio by (i) dividing the low end of the implied equity value per share of the Huntsman common stock of $11.35 by the high end of the implied equity value per share of the Olin common stock of $35.50, and (ii) by dividing the high end of the implied equity value per share of the Huntsman common stock of $15.80 by the low end of the implied equity value per share of the Olin common stock of $24.70. This analysis indicated a range of implied exchange ratios of 0.3197x and 0.6397x, as compared to the final exchange ratio of 0.5476.

No company utilized in the selected company analysis is identical to Olin or Huntsman and hence the foregoing summary and underlying financial analyses involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Olin and Huntsman were compared, respectively. In evaluating comparable companies, Lazard made judgments and assumptions with regard to industry performance, general

 

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business, economic, market and financial conditions and other matters, many of which are beyond the control of Olin and Huntsman, such as the impact of competition on the businesses of Olin and Huntsman and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Olin and Huntsman or the industry or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using selected company data.

Other Analyses

The analyses and data described below were presented to the Olin board for reference only and did not provide the basis for, and were not otherwise material to, the rendering of Lazard’s opinion.

Illustrative Present Value of Future Share Price Analysis. Lazard performed an illustrative analysis of the implied present value of the future price per share of Olin common stock and Huntsman common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings. For this analysis, Lazard calculated a range of implied share prices for Olin and Huntsman by discounting to present value the illustrative estimated future stock prices for Olin common stock and Huntsman common stock for the calendar years 2026, 2027 and 2028. Lazard first calculated the theoretical illustrative equity value of Olin and Huntsman, respectively, using forward EV / EBITDA multiples for such period of 5.8x, in the case of Olin, and 7.5x, in the case of Huntsman (based on the Olin standalone projections and the Olin management adjusted Huntsman projections, respectively). Lazard then discounted that range using discount rates of 15.3% and 13.7% for Olin and Huntsman, respectively, reflecting Lazard’s estimates of each company’s cost of equity, resulting in an implied discounted equity value per share of Olin common stock for calendar years 2026, 2027 and 2028 of $32.81, $41.98 and $53.01, respectively, and an implied discounted equity value per share of Huntsman common stock for calendar years 2026, 2027 and 2028 of $21.01, $24.84 and $29.89, respectively. Lazard noted that this is an illustrative analysis only and not a prediction of future trading.

Value Creation Analysis. Lazard observed the theoretical implied per share equity value uplift for holders of Olin common stock and Huntsman common stock that could result from the merger based on the Projections, the Projected Synergies and other data relating to Olin and Huntsman, and such holders’ proportionate share (based on the approximate implied pro forma ownership of holders of Olin common stock in the combined company upon consummation of the merger of approximately 54.5%) of the Projected Synergies and other benefits anticipated by the managements of Olin and Huntsman to be realized from the merger. Lazard observed that the merger could result in a theoretical implied per share equity value uplift for holders of Olin common stock relative to the midpoint of the approximate implied per share equity value reference range derived for Olin on a standalone basis based on 2027 estimated Adjusted EBITDA as described above under “—Opinion of Olin’s Financial Advisor—Summary of Financial Analyses of Lazard—Public Market Analysis” and the midpoint of the approximate implied per share equity value reference range derived for Olin on a standalone basis as described above under “—Opinion of Olin’s Financial Advisor—Summary of Financial Analyses of Lazard—Discounted Cash Flow Analysis” of approximately 24.5% and 11.2%, respectively, and relative to the closing price of Olin common stock on June 12, 2026 of approximately 36.1%. Lazard observed that the merger could result in a theoretical implied per share equity value uplift for holders of Huntsman common stock relative to the midpoint of the approximate implied per share equity value reference range derived for Huntsman on a standalone basis based on 2027 estimated Adjusted EBITDA as described above under “—Opinion of Olin’s Financial Advisor—Summary of Financial Analyses of Lazard—Public Market Analysis” and the midpoint of the approximate implied per share equity value reference range derived for Huntsman on a standalone basis as described above under “—Opinion of Olin’s Financial Advisor—Summary of Financial Analyses of Lazard—Discounted Cash Flow Analysis” of approximately 51.4% and 47.1%, respectively, and relative to the closing price of Huntsman common stock on June 12, 2026 of approximately 36.1%. Actual results achieved may vary from forecasted results and variations may be material.

 

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Analyst Price Targets

Lazard reviewed and presented publicly available equity research analyst stock price targets with respect to Olin, which indicated target prices that ranged from $22.00 to $37.00 per share of Olin common stock with a midpoint of $29.50. Lazard also reviewed and presented publicly available equity research analyst stock price targets with respect to Huntsman, which indicated target prices that ranged from $10.00 to $18.00 for Huntsman common stock with a median of $14.00.

52-Week Range

Lazard reviewed and presented the 52-week range of Olin’s stock prices as of June 12, 2026, which range was between $18.23 and $30.14, with a midpoint of $24.20. Lazard also reviewed and presented the 52-week range of Huntsman’s stock prices as of June 12, 2026, which range was between $7.42 and $15.74, with a midpoint of $11.60.

Miscellaneous

In connection with Lazard’s services as a financial advisor to Olin, Olin agreed to pay Lazard an aggregate fee for such services of $24 million, $5 million of which became payable upon the rendering of Lazard’s opinion and the remainder of which is contingent upon the closing of the merger. In addition, Olin agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement, subject to the terms of Lazard’s engagement letter, and to indemnify Lazard and certain related persons against certain liabilities that may arise from or relate to Lazard’s engagement, subject to customary exceptions.

Lazard in the past has provided, currently is providing and in the future may provide, certain investment banking services to Olin, for which Lazard has received and may receive compensation, including, in the past two years, having acted as financial advisor to Olin in connection with its evaluation of various potential transactions. Lazard and its affiliates in the future may also provide investment banking and other financial advisory services to Huntsman and/or certain of its affiliates unrelated to the merger, for which Lazard and its affiliates would expect to receive compensation. During the two-year period prior to the date of Lazard’s opinion, Lazard and its affiliates have not received any fees from Olin unrelated to the merger. In addition, in the ordinary course, Lazard and its affiliates and its and their employees trade securities for their own accounts and for the accounts of their customers, and, accordingly, hold and/or may at any time hold a long or short position in securities of Olin, Huntsman and certain of their respective affiliates, and certain of Lazard’s affiliates also trade and hold securities on behalf of clients, which include and/or may at any time include Olin, Huntsman and certain of their respective affiliates. The issuance of Lazard’s opinion was approved by the Opinion Committee of Lazard.

Lazard did not recommend any specific exchange ratio or other consideration to Olin or that any given exchange ratio or other consideration constituted the only appropriate exchange ratio or other consideration for the merger. Lazard’s opinion and analyses were only one of many factors taken into consideration by Olin in its evaluation of the merger. Consequently, the analyses described above should not be viewed as determinative of the views of Olin or Olin management with respect to the exchange ratio provided for in the merger or as to whether Olin would have been willing to determine that a different exchange ratio or other consideration was fair.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and securities services. Lazard was selected to act as Olin’s financial advisor because of its qualifications, experience and reputation in investment banking and mergers and its familiarity with Olin and its business.

Recommendation of the Huntsman Board of Directors and Reasons for the Merger

By unanimous vote, the Huntsman board, at a meeting held on June 15, 2026, (i) determined that it is fair to, and in the best interests of, Huntsman and its stockholders, and declared it advisable, that Huntsman enter into

 

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the merger agreement and consummate the direct merger or the subsidiary merger, as applicable, and the other transactions contemplated thereby, (ii) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the direct merger or the subsidiary merger, as applicable, (iii) adopted resolutions recommending that the holders of Huntsman common stock approve the adoption of the merger agreement and approve the transactions, including the direct merger and the subsidiary merger and (iv) directed that the merger agreement and the transactions contemplated thereby be submitted to such holders for adoption and approval. The Huntsman board unanimously recommends that Huntsman stockholders vote “FOR” the Huntsman merger proposal, “FOR” the Huntsman advisory compensation proposal and “FOR” the Huntsman adjournment proposal, in each case, on the terms and subject to the conditions stated in the merger agreement.

In the course of reaching its determination and recommendation, the Huntsman board met numerous times to consider a potential transaction with Olin and consulted with Huntsman management, legal counsel and financial advisors. In recommending that Huntsman stockholders vote their shares of Huntsman common stock in favor of the merger agreement, the Huntsman board also considered a number of factors, including the following factors (not necessarily in order of relative importance) that the Huntsman board viewed as being generally positive or favorable in coming to its determination and recommendation:

 

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Benefits of the Combined Company. The fact that the merger consideration will provide Huntsman stockholders with an approximately 45.5% ownership stake in the combined company on a fully diluted basis, which will allow Huntsman’s stockholders to participate in the anticipated increase in value of the combined company expected to result from the strategic opportunities and benefits of the business combination, including:

 

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the fact that the current and prospective environment of the chemicals industry in which Huntsman and Olin operate, including Huntsman’s belief that changing market dynamics and industry headwinds—including China-driven overcapacity and European deindustrialization—made upstream and value-chain consolidation increasingly necessary to improve Huntsman’s competitiveness, scale and long-term stockholder value;

 

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the belief that the combined company’s enhanced scale, upstream integration and improved cost structure would be better positioned to manage industry volatility, including high European energy costs, inflationary and capital cost pressures, geopolitical instability, cyclical product markets, manufacturing disruptions and execution risks relating to cost reduction and optimization initiatives;

 

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the potential for Huntsman and Olin to create a more resilient and value-focused chemicals company by pairing Huntsman’s MDI, polyurethane systems, amines, formulated solutions and Advanced Materials businesses with cost-advantaged U.S. Gulf Coast feedstocks and upstream assets, supported by complementary European and APAC footprints, allowing the combined company to capitalize on regional sector dynamics to drive profitable growth;

 

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the opportunity to combine Huntsman’s downstream application expertise, formulation technologies and, deep end-market relationships and key manufacturing positions with Olin’s advantaged upstream chlor-alkali and derivatives platform, including in the U.S. Gulf Coast, enhancing regional feedstock integration, chlorine access at producer economics, supply security and growth opportunities across the MDI, polyurethane systems, amines, epoxies and Advanced Materials value chains;

 

○

the position of the combined company as an integrated North American chemicals producer with enhanced scale and a broader portfolio serving diverse and growing end markets, including automotive, aerospace, industrial, energy, construction and infrastructure and industrial applications;

 

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identification of more than $300 million of near-term cost synergies and integration benefits expected to be realized by the end of the third year following closing, with the vast majority

 

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expected to be realized within 24 months of closing, driven by SG&A reductions, purchasing and raw material integration and operational efficiencies, as well as an additional $100 million of raw material integration benefits expected to be realized in 2031;

 

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the potential for improved earnings and cash flow generation, even in challenging market conditions, due to the combined company’s ‘through-the-cycle’ resilience and improved profitability profile, allowing for the strategic optionality to further invest in high-growth, high-return end markets, shareholder returns and other value-creating opportunities; and

 

○

the belief that the combined company will be more resilient and profitable than the companies on a standalone basis, evidenced by the $1.3 billion in 2025 Adjusted EBITDA on a combined company basis (including expected run-rate synergies), and that the combined company will preserve balance sheet strength with an evenly weighted maturity profile, no bond maturities before 2029, an attractive blended cost of debt of approximately 5.1% and disciplined capital allocation priorities focused on safe and reliable operations, stable dividends and high-return growth projects.

 

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Form of the merger consideration. The fact that the merger consideration, based on a fixed exchange ratio of 0.5476 shares of Olin common stock for each share of Huntsman common stock, is expected to result in Huntsman stockholders owning approximately 45.5% of the combined company on a fully diluted basis, which will provide Huntsman stockholders with the opportunity to participate in the anticipated synergies, operational efficiencies, improved cost position and growth opportunities of the combined company, while also providing liquidity to Huntsman stockholders through the ability to sell all or a portion of the Olin common stock received as merger consideration following the consummation of the merger at their discretion.

 

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Fixed exchange ratio. The fact that the merger consideration is based on a fixed exchange ratio rather than a fixed value, which provides Huntsman stockholders the opportunity to benefit from any increase in the trading price of Olin common stock before the closing of the merger.

 

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Lower leverage. If the merger is structured as a direct merger rather than a subsidiary merger, the combined company will retain Huntsman’s low-interest bonds, reducing the need for higher-cost refinancing and supporting a more efficient capital structure, which would enhance the combined company’s leverage profile and yield greater financial benefits than those available under the subsidiary merger structure.

 

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Risks relating to remaining a standalone company. The potential risks and uncertainties associated with remaining a standalone company, including consideration of (i) Huntsman’s business, operations, financial condition, earnings, prospects and competitive position, as well as the broader business, regulatory, financing and macroeconomic environment, including inflation, elevated interest rates and capital costs, volatile global economic and product market conditions, raw material and energy cost pressures and growing competitive pressures from integrated producers in regions with advantaged or subsidized feedstock positions, (ii) Huntsman’s long-term strategic plan and financial forecasts as a standalone company, including the inherent uncertainty of and risks associated with achieving cost reduction, manufacturing optimization, feedstock security, upstream integration and scale benefits on a standalone basis and (iii) Huntsman’s historical performance relative to the Huntsman standalone plan.

 

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Best alternative for maximizing stockholder value. The comprehensive review of strategic alternatives conducted by the Huntsman board, including (i) the absence of other strategic alternatives available to Huntsman that would provide comparable or superior value to Huntsman stockholders, based on the belief of the Huntsman board and Huntsman management, with the assistance of its financial advisors and (ii) the belief that the prospects of the combined company are more favorable than the standalone prospects of Huntsman.

 

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Receipt of fairness opinion from Citi. The oral opinion of Citi delivered to the Huntsman board, subsequently confirmed by delivery of a written opinion dated June 15, 2026, and delivered to the Huntsman board, that, as of the date of such opinion and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken

 

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by Citi and other matters set forth therein, the exchange ratio was fair from a financial point of view to the holders of Huntsman common stock, as described in the section of this joint proxy statement/prospectus titled “The Merger—Opinions of Huntsman’s Financial Advisors—Opinion of Citigroup Global Markets Inc.” beginning on page 109 of this joint proxy statement/prospectus, and the full text of the written opinion of Citi, which is attached as Annex E to this joint proxy statement/prospectus.

 

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Receipt of fairness opinion from Morgan Stanley. The oral opinion of Morgan Stanley delivered to the Huntsman board, subsequently confirmed by delivery of a written opinion dated June 15, 2026, and delivered to the Huntsman board, that, as of the date of such opinion and based upon and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by Morgan Stanley and other matters set forth therein, the exchange ratio was fair from a financial point of view to the holders of Huntsman common stock, as more fully described under the section of this joint proxy statement/prospectus titled “The Merger—Opinions of Huntsman’s Financial Advisors—Opinion of Morgan Stanley & Co. LLC” beginning on page 117 of this joint proxy statement/prospectus, and the full text of the written opinion of Morgan Stanley, which is attached as Annex F to this joint proxy statement/prospectus.

 

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Combined company board composition. The fact that (i) the combined company board will be overseen by an experienced board, consisting of five Huntsman directors and five Olin directors, with equal representation from both companies, including Peter R. Huntsman, the current Chairman, President and Chief Executive Officer of Huntsman, serving as chairman at closing.

 

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Combined company management and leadership. Huntsman’s belief that the combined company will benefit from an experienced management team and leadership team from both Huntsman and Olin, including that (i) Kenneth T. Lane, the current President and Chief Executive Officer of Olin, will serve as chief executive officer of the combined company, (ii) Peter R. Huntsman, the current Chairman, President and Chief Executive Officer of Huntsman, will serve as chairman of the combined company board and (iii) Philip M. Lister, the current Executive Vice President and Chief Financial Officer of Huntsman, will serve as chief financial officer of the combined company.

 

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Tax considerations. The fact that the merger is intended to qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, with the result, if the merger so qualifies, that a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of shares of Huntsman common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Huntsman common stock for Olin common stock in the direct merger or the first subsidiary merger, as applicable, except for any gain or loss that may result from the receipt of cash instead of a fractional share of Olin common stock as described in “Material U.S. Federal Income Tax Consequences of the Merger.”

 

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Terms of the merger agreement. The terms of the merger agreement, taken as a whole, which, after review and consultation with Huntsman management and Huntsman’s legal counsel, the Huntsman board concluded are reasonable, including:

 

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the customary nature of the representations, warranties, and covenants of Olin and Huntsman in the merger agreement;

 

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the fact that the merger agreement provides Huntsman sufficient operating flexibility to conduct its business in the ordinary course until the consummation of the merger or termination of the merger agreement, including payment of quarterly cash dividends subject to certain restrictions;

 

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the parties’ covenants to use their respective reasonable best efforts to obtain regulatory approvals, including the commitment of the parties to agree to divestitures or other remedies, subject to certain thresholds;

 

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the fact that, while Huntsman is obligated to use its reasonable best efforts to complete the merger, Huntsman is not compelled to take any actions or agree to any terms, conditions or limitations as a condition to, or in connection with, obtaining any regulatory approvals required to complete the

 

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merger if such action, individually or when aggregated with other such actions, would reasonably be expected to have a material adverse effect on the business, assets, liabilities, results of operations or financial condition of (i) Olin and its subsidiaries, taken as a whole or (ii) Huntsman and its subsidiaries, taken as a whole (whether prior to or following the merger contemplated by the merger agreement), in each case, with materiality determined by reference to a business the size of Huntsman and its subsidiaries, taken as a whole;

 

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the deal protection and termination provisions of the merger agreement, including Huntsman’s right to receive the termination fee of $121 million, representing approximately 4.5% of Huntsman’s fully diluted transaction equity value at signing, if the merger agreement is terminated under certain circumstances;

 

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the provisions of the merger agreement that permit Huntsman, in response to certain unsolicited acquisition proposals, to, under certain circumstances, furnish information or enter into discussions with third parties in connection with a competing proposal, as further described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus;

 

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the provisions of the merger agreement allowing the Huntsman board to change its recommendation to Huntsman stockholders prior to obtaining stockholder approval of the merger in specified circumstances relating to a superior proposal or intervening event, subject to Olin’s right to receive payment of the termination fee of $121 million upon termination as further described in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 166 of this joint proxy statement/prospectus;

 

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that the amount of such termination fee is comparable to termination fees in transactions of a similar size, is reasonable, would not likely deter competing bids and would not likely be required to be paid unless Huntsman entered into a more favorable transaction, as further described in the section entitled “The Merger Agreement—Termination” beginning on page 180 of this joint proxy statement/prospectus; and

 

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other terms and conditions of the merger agreement which were reviewed by the Huntsman board with Huntsman’s financial advisors and legal counsel, and the fact that such terms were the product of arms’-length negotiations between the parties.

 

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Probability of consummation of the merger. The likelihood that the merger would be completed, including after consideration of the risks related to the satisfaction of conditions to closing, which included consideration of, among other things:

 

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the likelihood of obtaining regulatory and other approvals required in connection with the merger, including in light of the commitment of the parties to agree to divestitures or other remedies in connection with obtaining such approvals, subject to certain thresholds; and

 

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the absence of a financing condition to Olin’s obligations in the merger agreement.

The Huntsman board also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):

 

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Possible failure to achieve the benefits of the combined company. The challenges inherent in the combination of two independent businesses of the size, geographical diversity and scope of Huntsman and Olin, including:

 

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the possibility that the combined company might not achieve its projected financial results, which could cause the trading price of the combined company’s common stock to decline or experience unanticipated volatility, adversely affecting the value of the stock consideration received by Huntsman stockholders;

 

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the possibility that the anticipated strategic and other anticipated benefits of the merger, including the anticipated synergies and other anticipated cost savings, might not be achieved in the time frame contemplated or at all;

 

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the risk that the completed merger may be structured as a subsidiary merger rather than a direct merger, which the parties prefer given the superior financial benefits a direct merger offers the combined company, particularly with respect to capital structure efficiency;

 

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the risk that integration costs may be greater than anticipated and the possible diversion of management attention for an extended period of time;

 

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the fact that the estimated value of the merger consideration as of June 15, 2026, represented a discount to the closing price of Huntsman common stock on the preceding trading day; and

 

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the other numerous risks and uncertainties that, if the merger is completed, could adversely affect the combined company’s business, operations, financial results and trading price.

 

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Fixed exchange ratio. The fact that, because the merger consideration is based on a fixed exchange ratio rather than a fixed value, Huntsman stockholders bear the risk of a decrease in the trading price of Olin common stock during the pendency of the merger.

 

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Other strategic alternatives. The possibility that another party might be willing to offer a more attractive proposal to Huntsman’s stockholders than the business combination, which could affect the parties’ ability to consummate the merger on the terms contemplated by the merger agreement.

 

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Change in Recommendation of the Olin board. The possibility that the Olin board may change its recommendation to Olin shareholders prior to obtaining shareholder approval of the direct merger or the subsidiary merger in specified circumstances relating to a superior proposal or intervening event and if the merger agreement is terminated under specified circumstances, Huntsman’s remedy may be limited to receipt of the $121 million termination fee.

 

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Risks associated with the announcement and pendency of the merger. The potential negative effects of the announcement and pendency of the merger, including the length of time anticipated between the execution of the merger agreement and the consummation of the merger, and the adverse impact that such interim period could have on Huntsman and its business, including:

 

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the potential distraction of its workforce and management team from day-to-day operations;

 

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the potential for the pendency of the merger to limit Huntsman’s ability to pursue strategic alternatives and other opportunities that could be beneficial to Huntsman;

 

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the potential negative impact on Huntsman’s relationships with investors, customers, suppliers, business partners and other third parties; and

 

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the potential negative impact on Huntsman’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with Huntsman or the combined company following the merger.

 

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Risks associated with failure to consummate the merger on a timely basis or at all. The possibility that the merger may not be completed or that completion may be unduly delayed for reasons beyond the control of Huntsman and Olin, including the failure to receive the necessary stockholder or regulatory approvals, and the risks and costs to Huntsman from such failure to complete or delay in completion of the merger, including:

 

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the trading price of Huntsman common stock may decline to the extent that the market price of the Huntsman common stock currently reflects positive market assumptions that the merger will be consummated;

 

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the costs associated with the consummation of the merger, including the potential disruption to Huntsman’s business and distraction of its workforce and management team from day-to-day

 

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operations and from pursuing other strategic alternatives and other opportunities that could be beneficial to Huntsman, in each case without realizing any of the benefits of having the merger completed; and

 

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adverse impact and reputational harm to Huntsman’s relationships with investors, customers, suppliers, business partners and other third parties due to the adverse perception of any failure to successfully complete the merger.

 

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Litigation related to the merger. The risk that Huntsman or Olin may be subject to lawsuits or other challenges to the merger, and adverse effects of these challenges, including any adverse rulings in lawsuits, may delay or prevent the merger from being completed or that may require Huntsman or Olin to incur significant costs to address such challenges, including any costs to defend or settle any lawsuits.

 

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Interim operating covenants. The restrictions on the conduct of Huntsman’s business during the period between the execution of the merger agreement and the consummation of the merger as set forth in the merger agreement, which could delay or prevent Huntsman from undertaking non-ordinary course business opportunities that may arise, or from undertaking any other non-ordinary course action it would otherwise take with respect to the operations of Huntsman absent the pending consummation of the merger.

 

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Ability to consider competing proposals. The possibility that the (i) $121 million termination fee payable by Huntsman to Olin under certain circumstances involving the termination of the merger agreement, (ii) expense reimbursement obligation of up to $30 million payable by Huntsman to Olin in the event of termination for failure to obtain Huntsman stockholder approval and (iii) “force the vote” provision, which prevents Huntsman from terminating the merger agreement to accept a superior proposal unless and until Huntsman’s stockholders vote against the proposals, could discourage other potential parties from making a competing offer.

 

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Interests of Huntsman’s directors and executive officers. The fact that Huntsman’s directors and executive officers may have interests in the merger that may be different from, or in addition to, those of Huntsman stockholders. For more information about such interests, see below under the heading “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger.”

 

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Other risks. Risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The Huntsman board believed that, overall, the potential benefits of the business combination to Huntsman stockholders outweighed the risks and uncertainties of the business combination.

The foregoing discussion of factors considered by the Huntsman board in reaching its conclusions and recommendation includes the principal factors considered by the Huntsman board, but is not intended to be exhaustive and may not include all of the factors considered by the Huntsman board. In light of the variety of factors considered in connection with its evaluation of the business combination, the Huntsman board did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendation. Rather, the Huntsman board viewed its decisions as being based on the totality of the factors and information it considered. Moreover, each member of the Huntsman board applied his or her own personal business judgment to the consideration of different factors and may have given different weight to different factors. The Huntsman board based its recommendation on the totality of the information available to it, including discussions with Huntsman management and outside legal and financial advisors. In considering the recommendation of the Huntsman board, Huntsman stockholders should be aware that the directors and executive officers of Huntsman have certain interests in the merger that may be different from, or in addition to, the interests of Huntsman stockholders generally. The Huntsman board was aware of these interests and considered them when approving the merger agreement and recommending that Huntsman stockholders vote to approve the merger proposal, which are described in the section entitled “The Merger—Interests of Huntsman Directors and Executive Officers in the Merger” beginning on page 141 of this joint proxy statement/prospectus.

 

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