What changed in this filing

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Item 1. Business

2025-02-04 compared with 2024-01-31 · 198 added, 151 removed, 372 unchanged (48% of the section changed)

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consumer durables;

mobility and transportation;

and infrastructure.

The Company’s unique advantages compared with its competitors include:

extensive low-cost feedstock positions around the world;

The Company’s unique advantages compared with its competitors include extensive low-cost feedstock positions around the world;

unparalleled scale, global footprint and market reach;

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The business is a recognized leader in the production, marketing and innovation of polyethylene.

The business is also a leader in other ethylene derivatives, such as polyolefin elastomers, ethylene vinyl acetate and ethylene propylene diene monomer ("EPDM") rubber serving mobility and transportation, consumer, wire and cable and construction end-markets.

The business is also a leader in other ethylene derivatives, such as polyolefin elastomers, ethylene vinyl acetate and ethylene propylene diene monomer ("EPDM") rubber serving mobility;

wire and cable;

and construction end-markets.

Market growth is expected to be driven by major shifts in population demographics;

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owned 35 percent by the Company.

The Company is responsible for marketing a majority of Sadara products outside of the Middle East zone through the Company’s established sales channels.

As part of this arrangement, the Company purchases and sells Sadara products for a marketing fee.

In 2021, Dow and the Saudi Arabian Oil Company agreed to and began transitioning the marketing rights and responsibilities for Sadara’s finished products to levels more consistent with each partner’s equity ownership, which is being implemented through 2026.

This transition will not impact equity earnings but is expected to reduce the Company's sales of Sadara products over the five year period.

The Company continues to be responsible for marketing a significant portion of Sadara’s products through the Company’s established sales channels.

In 2021, Dow and the Saudi Arabian Oil Company agreed to a marketing rights transition plan.

Execution of the transition plan is ongoing and progressing towards aligning marketing rights and responsibilities to levels more consistent with each partner's equity ownership.

This transition will not impact equity earnings, but is expected to reduce the Company's sales of Sadara products over the transition period.

This segment also includes the Company's share of the results of the following joint ventures:

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These include:

• Construction of the world's first net-zero Scope 1 and 2 CO 2 equivalent ("CO 2 e") emissions integrated ethylene and derivatives complex in Alberta, Canada.

This project is expected to deliver 2 million metric tons of organic growth in attractive, high-end markets while decarbonizing 20% of Dow's global ethylene capacity.

• Construction of the world's first net-zero Scope 1 and 2 carbon dioxide equivalent ("CO 2 e") emissions integrated ethylene and derivatives complex in Alberta, Canada.

This project is expected to deliver 2 million metric tons of organic growth in attractive, high-end markets while decarbonizing 20 percent of Dow's global ethylene capacity.

• Construction of a world-scale polyethylene unit on the U.S.

Gulf Coast, based on Dow’s proprietary process technologies, to meet consumer-driven demand in specialty packaging, health and hygiene, and industrial and consumer packaging applications.

• Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste issue and advance circularity via circular feedstocks, which are converted into recycled plastics.

Mura plans to construct a new facility at Dow's Böhlen site in Germany, the latest in a series of planned facilities across the United States and Europe to rapidly scale advanced recycling of plastics, and the first expected to be based at a Dow site.

• Plans to construct a clean hydrogen plant in Europe where by-products from core production processes would be converted into hydrogen and CO 2 .

The hydrogen plant would allow Dow's Terneuzen manufacturing site to reduce CO 2 e emissions by approximately 1.4 million metric tons per year.

Project completion and deployment is expected to occur after 2030.

• Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste challenge and advance circularity via circular feedstocks, which are converted into recycled plastics.

The Company's ambition includes becoming the most sustainable materials science company, with a strategy to advance the well-being of humanity by helping lead the transition to a sustainable planet and society.

This includes lowering energy and greenhouse gas emissions and further enabling a shift to a circular economy for plastics by focusing on resource efficiency and integrating recycled content and renewable feedstocks into its production processes.

As part of that strategy, Dow announced the following investments that have been completed or are still being progressed in 2023:

• In 2022, Dow commissioned the retrofit of its first UNIFINITY TM Fluidized Catalytic Dehydrogenation ("FCDh") technology for cost-advantaged propylene and in 2023 has been optimizing operations of this new technology.

The FCDh unit, located at one of Dow's mixed-feed crackers in Plaquemine, Louisiana, will ultimately enable production of approximately 150,000 metric tons of additional on-purpose propylene at full run-rate.

The breakthrough propylene manufacturing technology, which Dow will license through Univation Technologies, LLC, a wholly owned subsidiary of the Company, can reduce capital outlay by up to 25 percent while lowering energy usage and CO 2 e emissions by up to 20 percent.

This project was originally announced in 2019.

• Dow previously signed an agreement with French recycling company Valoregen to contribute to building the largest single hybrid recycling site in France, to be owned and operated by Valoregen.

The project's 15,000 metric ton mechanical recycling line reached mechanical completion in the fourth quarter of 2023 and the advanced recycling line is expected to start-up in the first half of 2024.

This will mark an important step in bringing together mechanical recycling (which processes certain plastic waste into secondary products) and newer, advanced recycling processes (which breaks down mixed, hard-to-recycle plastics into their original naphtha-like liquid form to manufacture new virgin-like polymers).

Dow will be the main recipient of Valoregen’s post-consumer resins ("PCR"), which it will use to develop new plastic products marketed under Dow’s REVOLOOP ™ product range.

It will also support the development of Valoregen's recycling technology capabilities.

• The first Mura plant in the UK commenced commissioning of its 20,000 metric tons advanced recycling facility in the fourth quarter of 2023 and plans to produce feedstocks in the first half of 2024.

This includes lowering energy and greenhouse gas ("GHG") emissions and further enabling a shift to a circular economy for plastics by focusing on resource efficiency and integrating recycled content and renewable feedstocks into its production processes.

Additionally, the Company's Transform the Waste target aims to transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually by 2030.

As part of that strategy, Dow completed or progressed the following investments in 2024:

• Dow acquired Circulus Holdings, LLC, a U.S.

mechanical recycling company that converts plastic waste into post-consumer resin.

This acquisition includes two facilities in the United States with a total recycling capacity of 50,000 metric tons per year and supports Dow's efforts towards the Transform the Waste target.

• Dow completed the sale of its flexible packaging laminating adhesives business in 2024 to Arkema, S.A.

The completion of this sale exemplifies Dow's commitment to aligning the Company's portfolio with its growth strategy and circularity platforms.

• Dow signed a Memorandum of Understanding ("MOU") with Ambipar, a Brazilian multinational and global leader in environmental solutions, to expand the strategic alliance between Dow and Ambipar and help drive transformation of the plastic recycling market in Brazil.

By 2030, Dow and Ambipar target leading polyethylene recycling in Brazil, increasing operations from 2,000 metric tons per year to 60,000 metric tons per year.

• Dow signed an additional MOU with SCG Chemicals in 2024 to expand its circularity partnership and transform 200,000 metric tons per year of plastic waste into circular products by 2030 in the Asia Pacific geographic region.

The partnership supports Dow's efforts towards the Transform the Waste target.

• The first Mura plant in the United Kingdom commenced commissioning of its 20,000 metric ton advanced recycling facility in the fourth quarter of 2024 and will begin feedstock production in 2025.

Dow will be the main recipient of the product produced at this site.

• Dow announced a joint development agreement with X-energy, a nuclear energy innovation company which will help Dow advance its greenhouse gas emissions reduction goals through the development and deployment of X-energy's advanced small modular nuclear technology at an industrial site in North America.

In 2023, Dow selected its Seadrift Operations manufacturing site in Texas for its proposed advanced small modular reactor ("SMR") nuclear project.

The project will be focused on providing the Seadrift site with safe, reliable, zero emissions power and steam as existing energy and steam assets near their end-of-life.

• Continued collaboration with Hanseatic Energy Hub GmbH ("HEH") as a minority stakeholder and is working with HEH's current members to advance Germany's capabilities to import supplies of liquified natural gas, bio-liquified natural gas and synthetic natural gas through the construction of an import terminal.

The HEH consortium is planning to build, own, and operate an import terminal for liquified gases on Dow's Stade, Germany industrial park.

• Dow continued to collaborate with X-energy, a nuclear energy innovation company, to advance the design of the previously announced advanced small modular reactor nuclear project at the Seadrift Operations manufacturing site in Texas, which includes developing a construction permit application for submittal to the Nuclear Regulatory Commission.

The project is expected to be funded 50 percent by the U.S.

Department of Energy under the Advanced Reactor Demonstration Program and will be operated by a subsidiary of NextEra Energy, one of the nation’s major nuclear operators.

• Dow continued its collaboration with Hanseatic Energy Hub GmbH ("HEH") as a minority stakeholder and is working with HEH's current members to advance Germany's capabilities to import supplies of liquified natural gas, bio-liquified natural gas and synthetic natural gas through the construction of an import terminal.

HEH and its shareholders approved the final investment decision for this project on March 4, 2024.

The HEH consortium plans to build, own, and operate an import terminal for liquified gases onsite at Dow's Stade, Germany industrial park.

The zero-emission terminal will be co-located with Dow's facilities in Stade.

making land available for the construction of the terminal as well as infrastructure services, off-gas heat, site services and mutual harbor use rights.

• Dow and privately-held New Energy Blue have reached a long-term supply agreement to produce bio-based ethylene from renewable agricultural residues.

Dow is making land available for the construction of the terminal as well as infrastructure services, off-gas heat, site services and mutual harbor use rights.

• Dow and privately-held New Energy Blue reached a long-term supply agreement to produce bio-based ethylene from renewable agricultural residues.

This is the first agreement in North America to generate plastic sourced materials from corn stover (stalks and leaves), and is the Company's first agreement in North America to utilize agriculture residues for plastic production.

Under the terms of the deal, Dow will support the design of New Energy Freedom, a new facility in Iowa that is expected to process corn stover and produce commercial quantities of second-generation ethanol and clean lignin, with nearly half of the ethanol to be turned into bio-based ethylene feedstock reducing CO 2 e emissions from plastic production, and using it in recyclable applications across transportation, footwear, and packaging.

Under the terms of the supply agreement, Dow will support the

design of New Energy Freedom, a new facility in the United States that is expected to process corn stover and produce commercial quantities of second-generation ethanol and clean lignin, with nearly half of the ethanol to be turned into bio-based ethylene feedstock reducing CO 2 e emissions from plastic production, and using it in recyclable applications across transportation, footwear, and packaging.

• Dow and Reciclar S.A.

joined forces to build an efficient model for plastic recycling in Argentina that will produce more than 6,500 tons of post-consumer plastic resin.

joined forces to build an efficient model for plastic recycling in Argentina that will produce more than 6,500 metric tons of post-consumer plastic resin.

This collaboration agreement with Reciclar S.A.

will last three years and aims to improve the capacity of Reciclar S.A.

spans three years and aims to improve the capacity of Reciclar S.A.

to process waste on a larger scale and produce high-quality post-consumer plastic materials under the REVOLOOP TM brand.

• Dow has signed several renewable and cleaner power agreements which are expected to reduce Scope 2 emissions by more than 600,000 metric tons of CO 2 e per year.

• Dow has several renewable power agreements in place globally that continue to support progress toward its goal to reduce net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons by 2030.

INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE

The Industrial Intermediates & Infrastructure operating segment consists of two customer-centric global businesses - Industrial Solutions and Polyurethanes & Construction Chemicals - that develop important intermediate chemicals that are essential to manufacturing processes, as well as downstream, customized materials and formulations that use advanced development technologies.

These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances, coatings, furniture and bedding, construction, mobility and automotive, electronics, surfactants for cleaning and sanitization, infrastructure and oil and gas.

These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances;

furniture and bedding;

building and construction;

surfactants for cleaning and sanitization;

infrastructure;

and oil and gas.

The businesses' global scale and reach, world-class technology, research and development capabilities and materials science expertise enable the Company to be a premier solutions provider offering customers value-added sustainable solutions to enhance comfort, energy efficiency, product effectiveness and durability.

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decarbonize oil and gas products;

reduce energy and water use in textiles;

reduce energy intensity, water use and increase efficacy in broad washing applications;

and provide the foundational building blocks for the development of chemical technologies.

The business supports manufacturers across a large variety of end-markets, notably coatings, detergents and cleaners, crop protection, pharmaceuticals, electronics, oil and gas, inks and textiles.

The business is a leading producer of purified ethylene oxide, ethyleneamines and ethanolamines.

The business supports manufacturers across a large variety of end-markets, notably coatings;

detergents and cleaners;

crop protection;

consumer health;

lubricants and fluids.

The business is a leading producer of purified ethylene oxide, amines, solvents and glycol ethers.

Polyurethanes & Construction Chemicals

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Polyurethanes, Chlor-Alkali & Vinyl (“CAV”) and Construction Chemicals.

The Polyurethanes business is the world’s largest producer of propylene oxide, propylene glycol and polyether polyols, and a leading producer of aromatic isocyanates and fully formulated polyurethane systems for rigid, semi-rigid and flexible foams, as well as coatings, adhesives, sealants, elastomers and composites that serve energy efficiency, consumer comfort, industrial and enhanced mobility market sectors.

The CAV business provides chlorine and caustic soda supply and markets caustic soda, a valuable co-product of the chlor-alkali manufacturing process, and ethylene dichloride and vinyl chloride monomer.

The Polyurethanes business is the world’s largest producer of propylene oxide, propylene glycol and polyether polyols, a leading producer of aromatic isocyanates and fully formulated polyurethane systems for rigid, semi-rigid and flexible foams, as well as a leading producer of coatings, adhesives, sealants, elastomers and composites that serve consumers;

building and construction;

and mobility end-markets.

This includes applications for appliances;

refrigerated transport;

building insulation panels;

automotive seat cushions and acoustics;

and aircraft deicing fluids.

The CAV business provides chlorine and caustic soda supply and markets caustic soda, a valuable co-product of the chlor-alkali manufacturing process, ethylene dichloride and vinyl chloride monomer.

The CAV business' assets are predominantly in Western Europe and Latin America and largely produce materials for internal consumption.

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Both Polyurethanes and Construction Chemicals deliver sustainable products aligned toward green building markets yielding reduced environmental impacts and lower product intensity compared to traditional offerings.

Details on Industrial Intermediates & Infrastructures' 2023 net sales, by business and geographic region, are as follows:

Details on Industrial Intermediates & Infrastructure's 2024 net sales, by business and geographic region, are as follows:

Major applications/market segments and products are listed below by business:

Business Applications/Market Segments Major Products Key Raw Materials Key Competitors

Industrial Solutions Broad range of products for specialty applications, including pharmaceuticals, agriculture crop protection offerings, aircraft deicing, solvents for coatings, heat transfer fluids for concentrated solar power, construction, solvents for electronics processing, food preservation, fuel markers, industrial and institutional cleaning, infrastructure applications, lubricant additives, paper, transportation and utilities;

products for energy markets including exploration, production, transmission, refining, mining and gas processing to optimize supply, improve efficiencies and manage emissions Butyl glycol ethers, VERSENE ™ Chelants, UCAR ™ Deicing Fluids, ethanolamines, ethylene oxide ("EO"), ethyleneamines, UCON ™ Fluids, DOWANOL ™ glycol ethers, DOWTHERM ™ Heat Transfer Fluids, higher glycols, isopropanolamines, low-VOC solvents, methoxypolyethylene glycol, methyl isobutyl, polyalkylene glycol, CARBOWAX ™ SENTRY ™ Polyethylene Glycol, TERGITOL ™ , TRITON ™ and ECOFAST ™ Pure Surfactants, demulsifiers, drilling and completion fluids, heat transfer fluids, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers, frothing separating agents

Industrial Solutions Broad range of products for specialty applications including consumer health;

agriculture crop protection offerings;

aircraft deicing fluids;

solvents for coatings;

heat transfer fluids for concentrated solar power and data center cooling applications;

solvents for electronics processing;

food preservation;

fuel markers;

industrial and institutional cleaning;

infrastructure applications;

lubricant additives;

products and services for energy markets including exploration, production, transmission, refining, mining, gas processing and carbon capture to optimize supply, improve efficiencies and manage emissions Butyl glycol ethers, VERSENE ™ Chelants, UCAR ™ Deicing Fluids, UCARSOL ™ Amines and related technology for carbon capture and gas treating, ethanolamines, ethylene oxide ("EO"), ethyleneamines, ELEVATE ™ Additives for enhanced oil recovery, UCON ™ Fluids, DOWANOL ™ Glycol Ethers, DOWTHERM ™ Heat Transfer Fluids, DOWFROST ™ Fluids for data center cooling;

higher glycols, isopropanolamines, low-VOC solvents, methoxypolyethylene glycol, methyl isobutyl, polyalkylene glycol, CARBOWAX ™ SENTRY ™ Polyethylene Glycol, TERGITOL ™ and TRITON ™ brand surfactants, demulsifiers, drilling and completion fluids, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers, frothing separating agents

Ammonia, butene, ethylene, phenol, propylene BASF, Eastman, Hexion, Huntsman, INEOS, LyondellBasell, SABIC, Sasol, Shell

Polyurethanes & Construction Chemicals Aircraft deicing fluids;

alumina, pulp and paper;

pulp and paper;

building and construction;

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textiles and transportation;

construction;

caulks and sealants;

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roof tiles and siding;

sport grounds and tape joint compounds Aniline, caustic soda, ethylene dichloride ("EDC"), methylene diphenyl diisocyanate (“MDI”), polyether polyols, propylene glycol ("PG"), propylene oxide ("PO"), polyurethane systems, toluene diisocyanate (“TDI”), vinyl chloride monomer ("VCM"), AQUASET ™ Acrylic Thermosetting Resins, DOW ™ Latex Powder, RHOPLEX ™ and PRIMAL ™ Acrylic Emulsion Polymers, WALOCEL ™ Cellulose Ethers

Aniline, benzene, carbon monoxide, caustic soda, cell effluent, cellulose, chlorine, electric power, ethylene, hydrogen peroxide, propylene, styrene Arkema, Ashland, BASF, Covestro, Eastman, Huntsman, Wanhua

sport grounds and tape joint compounds Aniline, caustic soda, ethylene dichloride ("EDC"), methylene diphenyl diisocyanate (“MDI”), polyether polyols, propylene glycol ("PG"), propylene oxide ("PO"), polyurethane systems, vinyl chloride monomer ("VCM"), AQUASET ™ Acrylic Thermosetting Resins, DOW ™ Latex Powder, RHOPLEX ™ and PRIMAL ™ Acrylic Emulsion Polymers, WALOCEL ™ Cellulose Ethers

Aniline, benzene, carbon monoxide, caustic soda, cell effluent, cellulose, chlorine, electric power, ethylene, hydrogen peroxide, propylene Arkema, Ashland, BASF, Covestro, Eastman, Huntsman, Wanhua

Joint Ventures

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Current and Future Investments

The Company expects to make investments over the next several years to enhance competitiveness in its Polyurethanes & Construction Chemicals and Industrial Solutions businesses.

The investments will include alkoxylation capacity expansions and finishing capabilities;

investments to support growth in polyurethane systems;

and efficiency improvements around the world.

The Company expects to make investments over the next several years to enhance competitiveness and increase underlying mid-cycle earnings in its Polyurethanes & Construction Chemicals and Industrial Solutions businesses.

The investments will include alkoxylation capacity expansions and finishing capabilities, investments to support growth in polyurethane systems and efficiency improvements around the world.

In 2024, the Company benefited from the completion of an integrated MDI distillation and prepolymers facility along the U.S.

Gulf Coast to increase distillation capabilities by 30 percent versus prior levels, which is expected to improve integrated margins for the portfolio.

Also, in the past year, the Company further progressed and scaled key projects aligned to longer-term sustainability goals across the world leading propylene glycol franchise including propylene glycol RDC (lower carbon) featuring DECARBIA TM bio-based technology from second generation bio-based raw material, and propylene glycol CIR (circular) featuring RENUVA TM recycled content from post-consumer waste streams.

In 2023, the Industrial Solutions business completed investments on the U.S.

In addition, the Company completed the expansion of propylene glycol capacity at the existing joint venture facility in Map Ta Phut, Thailand by 80,000 metric tons per year, bringing total capacity to 250,000 metric tons per year, the largest propylene glycol plant in the region.

This additional capacity came online in March 2024 and will support customer growth for food and pharma applications.

In 2024, the Industrial Solutions business continued to ramp up previously completed investments on the U.S.

Gulf Coast and in Europe to expand capacity of specialty amines and alkoxylation chemistries to serve fast growing energy transition, pharmaceutical, home care, cleaning, and agriculture end-markets.

In 2023, the Company progressed the following:

• Successful startup and operation of hydrogen to peroxide to propylene glycol pilot plant with Evonik at its site in Hanau, Germany.

In contrast to the traditional process, where propylene is used to make propylene oxide, which is converted to propylene glycol through hydrolysis, the pilot plant will leverage the HYPROSYN ® process, which uses a novel catalytic system to generate propylene glycol directly from propylene and hydrogen peroxide.

The integration of all key reaction stages in a single reactor eliminates the need of additional investments in propylene oxide capacity and lowers capital requirements.

The process also enables a reduced environmental footprint.

• Expansion of propylene glycol capacity at its existing joint venture facility in Map Ta Phut, Thailand by 80,000 tons per year – bringing total capacity to 250,000 tons per year.

The additional capacity will support customer growth across Asia Pacific and India and is expected to come online in 2024.

• Expansion of alkoxylation capacity in the United States and Europe.

These investments build on previously announced capacity expansions, increasing the Company's global alkoxylation capacity by 70 percent versus the 2020 baseline, collectively.

The Company also further advanced applications in data center cooling with DOWFROST TM LC Heat Transfer Fluid, which is specifically formulated for liquid-cooled, direct-to-chip applications and provides exceptional corrosion protection, freeze protection and ensures a long life-span of the system.

The Company also announced its intent to invest in a new world-scale carbonate solvents facility in the United States to support domestic electric vehicle and energy storage markets in collaboration with the U.S.

Department of Energy Office of Clean Energy Demonstrations.

In 2024, the Company also progressed the following:

• The Industrial Solutions business advanced investments to expand alkoxylation capacity in the United States and Europe.

These investments build on previously announced capacity expansions, collectively increasing the Company's global alkoxylation capacity by 70 percent versus the 2020 baseline.

The additional capacity is needed to support increasing demand across a wide range of fast-growing end-markets where the Company is delivering 10 percent to 15 percent annual growth rates, from home and personal care to industrial and institutional cleaning solutions and pharmaceuticals.

The investments are backed by supply agreements with customers, including leading consumer brands, and are expected to come online in the United States and Europe in 2024 and 2025, respectively.

• Dow and Orion Chemicals Orgaform together with Eco-mobilier, H&S Anlagentechnik and The Vita Group have inaugurated a pioneering mattress recycling plant as part of the RENUVA ™ program.

This is a major step forward for the recovery and recycling of polyurethane foam and a significant advancement to close the loop for end-of-life mattresses.

At full capacity, the plant will process up to 200,000 mattresses per year to address growing mattress waste.

The investments are backed by supply agreements with customers, including leading consumer brands, and are expected to come online in the United States and Europe within the next year.

• The Polyurethanes & Construction Chemicals business made significant progress in scaling key projects aligned with its long-term sustainability goals.

Together with key industry partners and selected customers, Dow has created an innovative industry ecosystem, which pioneers the RENUVA TM end-of-life mattress recycling program at an industrial scale, covering everything from collection and dismantling to re-polyol production and mattress manufacturing.

Also, as part of its circular strategy, the Polyurethanes & Construction Chemicals business commercializes mass-balanced circular feedstock solutions, SPECFLEX TM CIR, for mobility applications.

• In support of customer requests to reduce Scope 3 emissions, the Polyurethanes & Construction Chemicals business successfully launched propylene glycol and CAV low-carbon offerings under Dow's DECARBIA TM portfolio of reduced carbon materials, in which the decarbonization potential reaches from more than 40 percent to well above 90 percent depending on product grades.

• Dow announced a strategic review of select assets in Europe, primarily certain polyurethanes assets within the Industrial Intermediates & Infrastructure segment, as part of an effort to continue to optimize its global asset footprint.

The strategic review is expected to be completed in 2025.

PERFORMANCE MATERIALS & COATINGS

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These businesses primarily utilize the Company's acrylics-, cellulosics- and silicone-based technology platforms to serve the needs of the architectural and industrial coatings;

home care and personal care;

home and personal care;

consumer and electronics;

mobility and transportation;

industrial and chemical processing;

and building and infrastructure end-markets.

and infrastructure (including residential and commercial buildings) end-markets.

Both businesses employ materials science capabilities, global reach and unique products and technology combining chemistry platforms to deliver differentiated, market-driven and sustainable innovations to customers.

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The business offers innovative and sustainable products to accelerate paint and coatings performance across diverse market segments, including architectural paints and coatings, as well as industrial coatings applications used in maintenance and protective industries, wood, metal packaging, traffic markings, thermal paper and leather.

These products enhance coatings by improving hiding and coverage characteristics, enhancing durability against nature and the elements, lowering or eliminating volatile organic compounds (“VOC”) content, reducing maintenance and improving ease of application.

These products enhance coatings by improving hiding and coverage characteristics, enhancing durability against nature and the elements, lowering or eliminating volatile organic compounds content, reducing maintenance and improving ease of application.

The Performance Monomers business manufactures acrylics-based building blocks needed for the production of coatings, textiles, adhesives and home and personal care products.

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Performance Silicones & Specialty Materials and Silicone Feedstocks & Intermediates.

The Performance Silicones & Specialty Materials business delivers an unmatched portfolio of performance-enhancing materials to meet the diverse needs of customers in fast-growing markets, including building and infrastructure;

consumer and electronics;

industrial and chemical processing;

mobility and transportation;

and personal care.

and home and personal care.

It focuses resources on delivering valuable differentiation via market-driven innovations and sustainable solutions, which address lower-carbon footprint and circularity goals while enabling continued growth.

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Acetic acid, acetone, acrylic acid, ammonia, butanol, butyl acrylate, methanol, methyl methacrylate, propylene, styrene Arkema, BASF, Celanese, Evonik, LyondellBasell, Wacker Chemie

Consumer Solutions Personal care and home care;

mobility and transportation;

building and infrastructure;

Consumer Solutions Personal and home care;

infrastructure;

consumer and electronics;

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Current and Future Investments

In 2023, several key growth capital projects around the globe were brought online to meet customer needs in fast-growing markets.

In 2024, key growth capital projects in every major geographic region were brought online to meet customer needs in fast-growing markets.

These include:

• Debottlenecking of silicone key intermediates enabling downstream growth globally across multiple end-markets, such as building and infrastructure, mobility and transportation, and consumer and electronics.

• Capacity expansions in EMEAI to meet demand growth for sustainable silicone solutions in the personal care industry.

• Capacity expansions in Asia Pacific to meet growing demand for mobility and transportation end-markets.

• Incremental capacity expansion in the United States to accelerate growth in targeted applications within consumer and electronics as well as the building and infrastructure end-markets.

The Company continues to make incremental investments in lower-capital, higher-return projects in the silicones and coatings franchises to further enhance competitiveness.

The investments aim to expand manufacturing capacity and increase product mix offerings of silicone intermediates and high-performance silicones to accelerate the downstream business growth.

By leveraging global scale and a broad innovation portfolio, the Company is well-positioned to deliver differentiated solutions and sustainable materials in key end-markets, including building and infrastructure, electronics, industrial, mobility, and home and personal care.

• Capacity expansions of silicone key intermediates enabling downstream growth globally across multiple end-markets, such as infrastructure;

consumer and electronics;

and mobility.

• Capacity expansions in Europe, Middle East, Africa and India ("EMEAI") to meet demand growth for sustainable silicone solutions in the personal care end-markets.

• Capacity expansions in Asia Pacific to meet growing demand for mobility, infrastructure, consumer and electronics end-markets.

• Capacity expansions in U.S.

& Canada to accelerate growth in targeted applications within mobility, personal care, and infrastructure end-markets.

The Company continues to make targeted incremental investments strategically focused on higher-return and faster-payback projects that will require lower levels of capital investment in both the Coatings & Performance Monomers and Consumer Solutions businesses.

These investments aim to expand manufacturing capacity, capabilities and efficiency, which further enhance competitiveness across end-markets.

Growth investments drive realization of the Company's broad product innovation portfolio where over 90 percent of projects deliver sustainability benefits.

As part of this portfolio, the Coatings & Performance Monomers business continues to make significant strides in advancing architectural coatings innovations that provide both performance and sustainability benefits.

The Company's capital strategy is aligned with industry trends to further expand investments focused on accelerating end-markets, including electronics, infrastructure and mobility.

Debottlenecking investments allow the Company to fully leverage its global footprint and world-scale facilities to increase supply chain flexibility.

By leveraging global scale and a broad innovation portfolio, the Company is well-positioned to deliver differentiated solutions and sustainable materials in key end-markets, including infrastructure, electronics, industrial, mobility, and home and personal care.

Corporate includes certain enterprise and governance activities (including insurance operations, environmental operations, etc.);

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Basic raw materials are processed through many stages to produce a number of products that are sold as finished goods at various points in those processes.

The major raw material stream that feeds the production of the Company's finished goods is hydrocarbon-based raw materials.

Hydrocarbon-based raw materials are the major raw material streams that feed the production of the Company's finished goods.

The Company purchases hydrocarbon-based raw materials including ethane, propane, butane, naphtha and condensate as feedstocks.

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INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS

See Note 24 to the Consolidated Financial Statements for information regarding net sales, Operating EBIT and total assets by segment, as well as net sales and long-lived assets by geographic region.

See Note 25 to the Consolidated Financial Statements for information regarding Dow's chief operating decision maker, net sales, significant segment expenses, Operating EBIT and total assets by segment, as well as net sales and long-lived assets by geographic region.

SIGNIFICANT CUSTOMERS AND PRODUCTS

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The Company’s primary purpose in obtaining patents is to protect the results of its research for use in operations and licensing.

The Company is party to a substantial number of patent licenses, including intellectual property cross-license agreements and other technology agreements, and also has a substantial number of trademarks and trademark registrations in the United States and in other countries, including the “Dow in Diamond” trademark.

trademark registrations in the United States and in other countries, including the “Dow in Diamond” trademark.

Although the Company considers that its patents, licenses and trademarks in the aggregate constitute a valuable asset, it does not regard its business as being materially dependent on any single or group of related patents, licenses or trademarks.

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Siam Polystyrene Company Limited Thailand 50.00 % Manufactures polystyrene

Siam Styrene Monomer Company Limited Thailand 50.00 % Manufactures styrene

Siam Styrene Monomer Company Limited Thailand 50.00 % Manufactures styrene monomer

Siam Synthetic Latex Company Limited Thailand 50.00 % Manufactures latex and specialty elastomers

The Company's effective ownership of Map Ta Phut is 32.77 percent, of which the Company directly owns 20.27 percent and indirectly owns 12.50 percent through its equity interest in Siam Polyethylene Company Limited.

The Company is responsible for marketing the majority of Sadara products outside of the Middle East zone through the Company's established sales channels.

The Company is responsible for marketing a significant portion of Sadara products outside of the Middle East zone through the Company's established sales channels.

Under this arrangement, the Company purchases and sells Sadara products for a marketing fee.

In March 2021, Dow and the Saudi Arabian Oil Company agreed to transition the marketing rights and responsibilities for Sadara’s finished products to levels more consistent with each partner’s equity ownership.

This transition began in July 2021 and is being implemented through 2026.

In 2021, Dow and the Saudi Arabian Oil Company agreed to a marketing rights transition plan.

Execution of the transition plan is ongoing and progressing towards aligning marketing rights and responsibilities to levels more consistent with each partner's equity ownership.

See Note 11 to the Consolidated Financial Statements for additional information regarding nonconsolidated affiliates.

SUSTAINABILITY STRATEGY

Dow believes a sustainable future is attainable, but only if everyone comes together to drive forward science- and technology-based solutions to address global challenges.

Dow is collaborating across value chains and using its materials science to scale business solutions and deliver transformational change that leads to a more circular, lower-carbon, more resource-efficient society and a healthier planet.

By constantly innovating and improving how the Company sources, designs, manufactures and delivers material solutions, Dow is helping its customers make a positive contribution to society and the environment, while opening new paths for business growth.

Dow’s sustainability efforts are focused on three areas that are critical to the Company’s business and where Dow believes it can use its science, global reach and partnerships to make a positive impact.

These focus areas guide Dow’s business decisions and sustainability framework.

Climate Protection – Dow is committed to protecting the planet by combating climate change, including contributing to lower CO 2 e emissions and conserving and restoring natural resources, such as native habitats and freshwater, within its operations and value chains.

Circular Economy – Dow is taking a leading role in driving a more circular economy by designing for circularity, building new business models for circular materials, and partnering in an industrial ecosystem to end plastic pollution.

Safer Materials – Dow is innovating new materials that offer more favorable health and environmental profiles over their life cycles than incumbent solutions.

To accelerate the Company's sustainability commitments, Dow has implemented and continues to expand on its multi-decade targets intended to put the Company on a path to achieve carbon neutrality and reduce plastic waste, which include the following:

• By 2030, Dow will reduce its net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons compared with its 2020 baseline, representing a 15 percent reduction from 2020 and a 30 percent reduction in greenhouse gas emissions since 2005.

• By 2030, Dow will transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually.

To do this, Dow is expanding its efforts to build industrial ecosystems to collect, reuse or recycle plastic waste and address waste management gaps.

Dow is also working to close the loop by helping its customers design for recyclability and increasing its use of feedstocks from recycled and renewable sources.

• By 2050, Dow intends to be carbon neutral (Scope 1+2+3, as defined by the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, plus product benefits).

The Company's progress in achieving these targets is reviewed regularly by management and with the Environment, Health, Safety & Technology Committee of the Dow Inc.

Board of Directors ("Board").

Additional discussion of matters pertaining to the environment, including actions related to the Company's sustainability strategy, is included in Part I, Item 1A.

COMMITMENT TO SUSTAINABILITY

Dow believes its purpose is to deliver a sustainable future through its materials science and collaboration with its partners.

That is why Dow is actively aligning its business and sustainability strategy, operational footprint, product offerings and technologies to unlock new sustainable growth opportunities within the markets it serves and deliver long-term value to its stakeholders.

The following four areas are critical for Dow to consistently deliver responsible, best-in-class performance and value growth:

Protecting the Climate

Climate change is a critical challenge to the world and Dow’s business.

Dow embraces its responsibility to help reduce global GHG emissions and the impacts of climate change on natural ecosystems.

Dow’s approach to climate protection includes efforts to both mitigate and adapt to climate change.

Advancing a Circular Economy and Safer Materials

Dow is continuously looking for better ways to make, use and reuse materials, to help keep them out of the environment and retain their value for as long as possible in support of a sustainable future.

Dow believes in considering the total impact of a product over its life cycle, including factors such as demands and impacts on nature, GHG, performance, longevity and end of life, while also working to extend the lifespan of materials.

Dow is focused on utilizing its strong innovation pipeline to develop safer materials or reduce or eliminate priority substances in its products.

The Company also invests in upstream manufacturing technologies to reduce facility emissions and, where necessary, restricts downstream uses of some substances.

Cultivating a Thriving Team and Community

Dow is committed to lead with inclusion, elevate its focus on diversity and embed equity into its practices, policies and processes for breakthrough results.

The Company supports an innovative, sustainable and inclusive future where its communities can thrive, everyone has equitable access to careers in science, technology, engineering and math and skilled trades, and employees are empowered to accelerate change.

Driving Accountability and Best-in-Class Performance

Dow exercises strong corporate governance through transparency, risk management, effective leadership, ethical compliance and behavior, and stakeholder feedback and management.

Dow’s approach to corporate governance is centered on its core values and helps create and maintain a culture that supports long-term success, strengthens decision-making and builds trust in the Company.

Dow’s leadership starts with its experienced and highly skilled Board of Directors ("Board").

Among other duties, the Board oversees and guides the Company’s strategy, environmental, social and governance priorities, and risk management to help promote the creation of long-term value for its shareholders.

Dow has implemented and continues to expand on its multi-decade targets intended to put the Company on a path to achieve a sustainable future, which include the following:

◦ Dow will reduce its net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons compared with its 2020 baseline, representing a 15 percent reduction from 2020 and a 30 percent reduction in GHG emissions since 2005.

◦ Dow will implement a robust land management strategy.

Its top 20 water-dependent sites will have water stewardship plans, and 10 of those sites will be water-resilient.

◦ Dow will transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually.

◦ All Dow sites will have water stewardship plans.

◦ Dow intends to be carbon neutral (Scopes 1+2+3, plus product benefits).

◦ Dow will partner to conserve 50,000 acres of habitat and its top 20 water-dependent sites will be water-resilient.

The Company's progress in achieving these targets is reviewed regularly by management and with the Environment, Health, Safety & Technology ("EHS&T") Committee of the Board.

Additional discussion of matters pertaining to sustainability, including the Company's actions related to sustainability, is included in Part I, Item 1A.

Risk Factors;

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and Notes 1, 4 and 15 to the Consolidated Financial Statements.

In addition, detailed information on the Company's performance regarding environmental matters and goals, including the Company's annual INtersections Report, is accessible through the Science & Sustainability webpage at www.dow.com/sustainability.

In addition, detailed information on the Company's performance regarding sustainability matters and goals, including the Company's annual INtersections Report, is accessible through Dow's Investors webpage at www.dow.com/investors .

Dow's website and its content are not deemed incorporated by reference into this report.

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The Company maintains a robust, globally tracked near-miss program for situations that did not result in an injury, but could have been high consequence had circumstances been slightly different.

This data is reviewed regularly by management and the Environment, Health, Safety & Technology Committee of the Board, is visible to all employees and is built into digital dashboards that include actual injury information for every Dow location around the world.

This data is reviewed regularly by management and the EHS&T Committee of the Board, is visible to all employees and is built into digital dashboards that include actual injury information for every Dow location around the world.

As part of the Company’s total worker health strategy, employees have access to occupational health services at no cost through on-site, Company-managed clinics at its manufacturing locations or an offsite provider overseen by Dow Occupational Health.

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A strategic and intentional focus on ID&E not only enhances the employee experience and satisfaction, but it also supports innovation, customer experience and understanding of the communities the Company serves.

In 2023, Dow advanced to #7 in the DiversityInc Top 50 Companies for Diversity and for the third year in a row was named to the Fortune 100 Best Companies to Work For ® list.

In 2024, Dow advanced to #3 on the Fair360 Top 50 Companies list, remaining in the top 10 for the second consecutive year.

Additionally, for the fourth year in a row, Dow was recognized on the Fortune 100 Best Companies to Work For ® list.

These are significant accomplishments that represent only two of the many awards the Company received related to its efforts in ID&E.

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• A Joint Inclusion Council collaborates to drive maximum employee engagement through Employee Resource Group (“ERG”) leadership.

Dow’s 10 ERGs are representative of the Company’s diverse workforce and help foster an inclusive workplace.

Dow’s ERGs are organized around historically underrepresented groups including women, people of color, LGBTQ+ individuals, people with disabilities and veterans, as well as groups both for professionals who are new to the Company and those who are 50 years or older.

Dow’s 10 ERGs represent a workforce rich in diversity of thought, perspectives and backgrounds.

Dow’s ERGs help develop a high-performance workplace culture and cultivate a positive employee experience that supports business growth.

ERG participation is voluntary and open to the Company's total workforce with strong allyship representation.

Senior leaders serve as executive sponsors for each ERG.

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In 2024, 61 percent of Dow’s workforce and 97 percent of Dow people leaders participated in at least one ERG.

Inclusion and diversity metrics, including ERG participation, global representation of women and U.S.

ethnic minority representation in the United States, are published internally on a quarterly basis, are embedded in the same scorecard where Dow’s financial and safety results are measured and are directly connected to leaders’ annual performance and compensation.

This data is reviewed regularly by management and with the Compensation and Leadership Development Committee of the Board.

Inclusion and diversity metrics, including global spend with certified diverse suppliers, global representation of women and U.S.

ethnic minority representation, are embedded in the performance award bonus program for over 3,000 leaders.

The results are published internally on a quarterly basis and reviewed regularly by management with the Compensation and Leadership Development Committee of the Board.

Global pay disparity studies have been conducted at Dow for over 20 years to assess fair treatment between genders and between U.S.

ethnic minorities and non-minorities and to ensure Dow’s pay practices are being implemented as intended.

The results have been publicly disclosed within the Company's annual INtersections Report.

As part of Dow’s ID&E efforts, the Company will continue to conduct annual pay gap studies and actively engage with an external partner to further develop and continue to apply best practices.

Total Rewards

To achieve Dow’s ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world, the Company invests in its people, who are at the heart of the Company, through its Total Rewards plans and programs.

To achieve Dow’s ambition, the Company invests in its people, who are at the heart of the Company, through its Total Rewards plans and programs.

The Total Rewards plans and programs are structured to attract, retain and motivate Dow’s employees.

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That is why Dow has established three guiding principles that define its Total Rewards strategy:

1) ensuring programs are market competitive, while leading peer companies in equitable and inclusive offerings;

2) providing employees with offerings that align with their preferences;

and 3) offering programs that promote fulfilling career and life experiences.

1) ensuring programs are market competitive;

2) providing employees with offerings that align with their preferences to promote their financial, mental and physical well-being;

and 3) offering programs that drive a performance-oriented, results-based culture that enables long-term shareholder value creation.

Dow adapts its programs for geography-specific requirements, as well as cultural standards and expectations.

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Throughout an employee’s career, the Company supports development through a blend of learning approaches including in-person and virtual trainings, digital learning platforms, on-the-job training and a series of leadership development programs.

The Company launched a new skills framework in 2024.

The skills framework is aligned to enterprise competencies that support Dow's ambition.

Additionally, the skills-valued focus increases the transparency of skills needed for current and future jobs and is embedded in talent practices to support employee growth, development and skill building for evolving business needs.

Annually, all employees have the opportunity to provide feedback on employee experience and offer insights into how to improve Dow’s working culture through a global employee opinion survey.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information related to the Company's executive officers as of January 31, 2024:

Set forth below is information related to the Company's executive officers as of February 4, 2025:

Name, Age Present Position with Registrant Year Elected as Executive Officer of Dow Inc.

Other Business Experience since January 1, 2020

Marco ten Bruggencate, 51 President, Industrial Intermediates & Infrastructure 2024 DOW INC.:

President, Industrial Intermediates & Infrastructure since December 2024.

DOW EUROPE GMBH:

President, EMEAI 1 from July 2024 to December 2024;

Commercial Vice President for Packaging & Specialty Plastics for Europe, Middle East, and Africa from November 2019 to July 2024.

Lisa Bryant, 49 Chief Human Resources Officer 2022 DOW INC.:

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North America Human Resources Director from February 2019 to May 2020.

Global Human Resources Director for Marketing & Sales from April 2017 to February 2019;

Global Human Resources Director for Coatings, Monomers & Plastics Additives from March 2015 to February 2019.

Carter, 53 President, Packaging & Specialty Plastics 2019 DOW INC.:

President, Packaging & Specialty Plastics since November 2022;

Carter, 54 Chief Operating Officer 2019 DOW INC.:

Chief Operating Officer since December 2024;

President, Packaging & Specialty Plastics from November 2022 to December 2024;

Chief Human Resources Officer and Chief Inclusion Officer from April 2019 to November 2022.

President, Packaging & Specialty Plastics since November 2022;

Chief Operating Officer since December 2024;

President, Packaging & Specialty Plastics from November 2022 to December 2024;

Chief Human Resources Officer from October 2018 to November 2022;

Chief Inclusion Officer from July 2017 to November 2022.

Keith Cleason, 58 President, Packaging & Specialty Plastics 2024 DOW INC.:

President, Packaging & Specialty Plastics since December 2024.

President, Packaging & Specialty Plastics since December 2024;

Business Vice President for Olefins, Aromatics & Alternatives and Univation Technologies from July 2018 to December 2024.

Dominowski, 50 Controller and Vice President of Controllers 2024 DOW INC.:

Controller and Vice President of Controllers effective February 1, 2024.

Controller and Vice President of Controllers since February 2024.

Controller and Vice President of Controllers since February 2024;

Global Business Director for Silicone Feedstocks & Intermediates from August 2020 to February 2024;

Regional Finance Director for North America from January 2018 to August 2020.

Edmonds, 66 Controller and Vice President of Controllers and Tax 2019 DOW INC.:

Controller and Vice President of Controllers and Tax from April 2019 to February 1, 2024.

Controller and Vice President since November 2009;

Vice President of Tax from January 2016 to February 1, 2024.

Jim Fitterling, 63 Chair and Chief Executive Officer 2018 DOW INC.:

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Chief Executive Officer since July 2018.

Mauro Gregorio, 61 President, Performance Materials & Coatings 2020 DOW INC.:

President, Performance Materials & Coatings since February 2020;

Business President, Performance Materials & Coatings from April 2019 to February 2020.

President, Performance Materials & Coatings since February 2020;

Business President, Consumer Solutions from January 2016 to February 2020.

Palmieri, 54 President, Industrial Intermediates & Infrastructure 2020 DOW INC.:

President, Industrial Intermediates & Infrastructure since February 2020.

Business President, Polyurethanes and Chlor-Alkali & Vinyl from April 2019 to February 2020.

President, Industrial Intermediates & Infrastructure since February 2020;

Business President, Polyurethanes and Chlor-Alkali & Vinyl from April 2018 to February 2020.

Brendy Lange, 41 President, Performance Materials & Coatings 2024 DOW INC.:

President, Performance Materials & Coatings since April 2024.

President, Performance Materials & Coatings since April 2024;

Business Vice President, Dow Industrial Solutions from February 2020 to April 2024;

Global Business Director, Dow Industrial Solutions from January 2017 to February 2020.

Sampson, 64 Senior Vice President, Operations, Manufacturing & Engineering 2021 DOW INC.:

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Executive Vice President, Business Operations from April 2019 to September 2020.

Vice President, Business Operations from October 2015 to April 2019.

Sreeram, 57 Senior Vice President of Research & Development and Chief Technology Officer 2019 DOW INC.:

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Chief Financial Officer since November 2023.

LEGGETT & PLATT INCORPORATED:

Executive Vice President and Chief Financial Officer from September 2019 to June 2023.

Chief Financial Officer since November 2023.

Vice President and Business Finance Director, Packaging & Specialty Plastics from August 2017 to August 2019.

Wilson, 54 General Counsel and Corporate Secretary 2018 DOW INC.:

General Counsel and Corporate Secretary since April 2019.

Secretary from August 2018 to April 2019.

General Counsel since October 2018;

Corporate Secretary since February 2015.

Europe, Middle East, Africa and India.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business