UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 12, 2025

OLIN CORPORATION

(Exact name of registrant as specified in its charter)


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

190 Carondelet Plaza,

Suite 1530

Clayton,

63105

(Address of principal executive offices)

(Zip Code)

(314) 480-1400

(Registrant’s telephone number, including area code)

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

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $1.00 par value per share

OLN

New York Stock Exchange

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

☐

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.


Item 5.03.			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 13, 2025, the board of directors (the “Board”) of Olin Corporation (“Olin”) approved an amendment to Olin’s Bylaws (the “Amended Bylaws”), effective immediately. The Amended Bylaws, among other things, revise the procedural and disclosure requirements applicable to shareholders’ director nominations and proposals for other business and require any director candidate to make himself or herself available to be interviewed by our Board. The Amended Bylaws also implement certain clarifying, conforming and ministerial changes. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.


Item 7.01.			Regulation FD Disclosure.

On August 12, 2025, Olin’s Board of Directors declared a quarterly dividend of $0.20 on each share of Olin common stock. The dividend is payable on September 12, 2025 to shareholders of record at the close of business on August 28, 2025. This marks Olin’s 395th consecutive quarterly dividend.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibit No.			Exhibit
3.1			Bylaws of Olin Corporation, as amended effective August 13, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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


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

Date: August 13, 2025

OLIN Corp 8-K