What changed in this filing

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Item 1. Business

2026-02-03 compared with 2025-02-04 · 153 added, 128 removed, 442 unchanged (39% of the section changed)

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

Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation and the term "Dow Silicones" means Dow Silicones Corporation, both wholly owned subsidiaries of the Company.

Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of the Company.

Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, an entity that owns and operates infrastructure assets at certain Dow locations on the U.S.

Gulf Coast and became a consolidated variable interest entity on May 1, 2025.

Dow is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications.

The Company's global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enables the Company to achieve profitable growth and help deliver a sustainable future.

The Company's global breadth, asset integration and scale, customer-focused innovation and leading business positions enable it to achieve profitable growth and help deliver a sustainable future.

Dow operates manufacturing sites in 29 countries and employs approximately 34,600 people.

In 2024, Dow delivered sales of approximately $43 billion.

Learn more about Dow's ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com .

Dow delivered sales of approximately $40 billion in 2025.

Learn more about Dow at www.dow.com .

BUSINESS SEGMENTS AND PRODUCTS

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global development of electrical transmission and distribution infrastructure;

and renewable energy applications such as wind power and solar (photovoltaic).

and renewable energy applications such as wind and solar (photovoltaic) power.

Details on Packaging & Specialty Plastics' 2025 net sales, by business and geographic region, are as follows:

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telecommunications infrastructure;

toys and infant products Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation Aliphatic solvent, butene, ethylene, hexene, octene, propylene Borealis, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC

toys and infant products Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation Aliphatic solvent, butene, ethylene, hexene, octene, propylene Borealis, CNPC, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC, Sinopec

Joint Ventures :

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Current and Future Investments

The Company has announced investments that are being progressed over the next several years and are expected to enhance competitiveness.

The Company has announced investments that were completed or are being progressed over the next several years, and are expected to enhance competitiveness.

These include:

• 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, was completed in 2025.

• 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 challenge and advance circularity via circular feedstocks, which are converted into recycled plastics.

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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.

Additionally, the Company's circularity targets aim 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 2025:

• 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 announced an investment in advanced recycling start-up, Xycle, alongside investors ING, Invest-NL, Polestar Capital and Vopak.

The investment will support the construction of Xycle's first commercial-scale advanced recycling plant, located in the Port of Rotterdam, the Netherlands.

The facility is expected to be fully operational by the end of 2026.

This investment continues Dow's ongoing commitment to transform plastic waste into high-value materials and accelerate a circular economy for plastics by further increasing and diversifying access to circular feedstock.

• Dow, Zermatt and Nature’s Variety launched a new pet food packaging solution that is designed for recyclability and incorporates recycled content from advanced recycling.

This innovative product, already on the shelves in Spain, France and Portugal, marks a significant step forward in sustainable packaging for the pet food industry with multiple aspects of circularity in a single item.

The new pouch includes 10 percent recycled content and can help comply with the 2030 target required by the packaging and packaging waste regulations for contact-sensitive packaging in Europe.

• Dow announced INNATE™ TF 220 precision packaging resin and advanced collaborations with leading laundry detergent brand Liby to redefine packaging circularity with high-performance biaxially oriented polyethylene films for flexible packaging.

In collaboration with Liby, Dow facilitated the integration of 10 percent REVOLOOP™ post-consumer recycled resin into the packaging of its new generation “Floral Era” detergent series, aiming to reduce carbon emissions while preserving pack durability.

This project demonstrates how Dow’s circularity approach can be adapted to practical, high-volume uses without compromising product performance or consumer experience.

• The first Mura plant in the United Kingdom completed commissioning of its 20,000 metric ton advanced recycling facility in the fourth quarter of 2024 and began initial feedstock production in 2025, with continuous supply expected in 2026 as the plant continues to optimize its start-up process.

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

• 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.

• 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 included submitting a construction permit application to the Nuclear Regulatory Commission in 2025.

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.

Department of Energy under the Advanced Reactor Demonstration Program and is intended to 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.

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 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 metric tons of post-consumer plastic resin.

This collaboration agreement with 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 provided land for the construction of the zero-emission terminal and will provide

infrastructure services, off-gas heat, site services and mutual harbor use rights.

Construction at the site progressed during 2025.

• 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.

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

The Company previously announced a strategic review of select assets in Europe as part of an effort to continue to optimize its global asset footprint.

As a result of the strategic review performed in 2025, Dow plans to shut down an ethylene cracker in Böhlen, Germany, by the end of 2027 to optimize its global asset footprint.

Additionally, the Company recognized a $303 million pretax impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America due to challenging economic conditions in the region.

The impairment charge included $71 million related to Packaging & Specialty Plastics.

INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE

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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;

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

crop protection;

consumer health;

data centers;

detergents and cleaners;

lubricants and fluids;

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

and oil and gas.

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

Polyurethanes & Construction Chemicals

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building insulation panels;

electric vehicle battery assembly;

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 provides chlorine and 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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solvents for coatings;

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

heat transfer fluids for manufacturing, energy and data center cooling applications;

solvents for electronics processing;

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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

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

Polyurethanes & Construction Chemicals Aircraft deicing fluids;

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building and construction;

elastomers and binders;

heat transfer fluids;

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infrastructure;

battery assembly;

textiles and transportation;

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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

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

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.

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.

The Company continues to make investments to enhance competitiveness and increase underlying mid-cycle earnings in its Polyurethanes & Construction Chemicals and Industrial Solutions businesses.

The investments include alkoxylation capacity expansions, and finishing capabilities and efficiency improvements in its polyurethanes systems and other assets around the world.

In 2025, the Company benefited from 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 2024 and continues to support customer growth for food and pharma applications.

In 2025, the Industrial Solutions business successfully completed investments to expand alkoxylation capacity in the United States and similarly, mechanically completed investments in Europe and will begin product qualification and ramp-up activities in early 2026.

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

The additional capacity supports increasing demand across a wide range of fast-growing end-markets including home and personal care, industrial and institutional cleaning solutions and pharmaceuticals.

The investments are supported by supply agreements with customers, including leading consumer brands.

In 2025, 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 within the next year.

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

• The Industrial Solutions business continued to advance the ramp up of 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.

• The Industrial Solutions business 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 and freeze protection and ensures a long life-span of the system.

• The Polyurethanes & Construction Chemicals business continued to scale 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.

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

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

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

The Company previously announced a strategic review of select assets in Europe as part of an effort to continue to optimize its global asset footprint.

As a result of the strategic review performed in 2025, Dow plans to shut down certain CAV assets in Schkopau, Germany, by the end of 2027 to optimize its global asset footprint.

Upon completion of the annual goodwill impairment testing in the fourth quarter of 2025, the Company determined the fair value of the Polyurethanes & Construction Chemicals reporting unit was lower than its carrying amount.

As a result, the Company recorded a goodwill impairment charge of $690 million.

The impairment charge included $232 million related to Industrial Intermediates & Infrastructure.

PERFORMANCE MATERIALS & COATINGS

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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 infrastructure;

consumer and electronics;

The Performance Silicones & Specialty Materials business delivers a comprehensive portfolio of performance-enhancing products to meet the diverse needs of customers in high-growth markets, including consumer and electronics;

home and personal care;

industrial and chemical processing;

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.

The Silicone Feedstocks & Intermediates business focuses on maximizing productivity and optimizing margins by leveraging Dow’s scale and global reach.

It is charged with producing silicon metal, siloxanes and intermediates, which are key materials to manufacture differentiated downstream silicone products.

infrastructure;

and mobility.

It focuses on delivering innovative, market-driven solutions that provide meaningful differentiation, supported by world-scale operations.

The Silicone Feedstocks & Intermediates business is dedicated to maximizing productivity and optimizing margins by leveraging Dow's global scale and reach.

It produces silicon metal, siloxanes and intermediates, which are critical materials for manufacturing differentiated downstream silicone products.

Details on Performance Materials & Coatings' 2025 net sales, by business and geographic region, are as follows:

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weatherable acrylic capstock compounds for thermoplastic and thermosetting materials;

RHOBARR ™ sustainable barrier coatings for paper packaging

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

Consumer Solutions Personal and home care;

Consumer Solutions Consumer and electronics;

home and personal care;

industrial and chemical processing;

infrastructure;

consumer and electronics;

industrial and chemical processing Adhesives and sealants;

mobility Adhesives and sealants;

antifoams and surfactants;

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Current and Future Investments

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

These include:

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

In 2025, growth capital projects included expanding capacity for sustainable barrier coatings in paper packaging for food and beverage markets, as well as adding new silicone intermediates and downstream product capabilities across multiple end-markets such as infrastructure;

consumer and electronics;

personal care;

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.

Investments in innovation for growth are focused on addressing market needs such as thermal management in high-performance computing and artificial intelligence applications, industrial power systems and electric vehicle electronics;

silicone and hybrid chemistry materials to replace fluorinated materials;

high-performance materials for building and infrastructure end-markets;

and innovative ingredients imparting improved haptics and performance for personal care formulations.

The Company continues to make targeted incremental investments strategically focused on higher return and faster payback projects that 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, particularly in consumer and electronics for data center and mobility applications.

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.

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

The Company's capital strategy is aligned with industry trends to expand investments focused on growth in certain 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.

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

Aligned to Dow’s previously announced strategic review of select assets in Europe, Consumer Solutions will shut down its basics siloxanes operations in Barry, United Kingdom, by mid-year 2026.

The shutdown will right-size regional capacity, reduce merchant sales exposure, and remove higher cost, energy intensive portions of Dow's portfolio in the region.

This will also improve the Company’s ability to supply profitable derivative demand and optimize margins.

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

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the United Kingdom;

The Company's primary source of these raw materials are natural gas liquids ("NGLs"), which are derived from natural gas and crude oil production, and naphtha, which is produced during the processing and refining of crude oil.

The Company's primary source of these raw materials are natural gas liquids, which are derived from natural gas and crude oil production, and naphtha, which is produced during the processing and refining of crude oil.

Given recent advancements in shale gas, shale oil and conventional drilling techniques, the Company expects these raw materials to be in abundant supply.

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patents and 25,800 active foreign patents as follows:

Remaining Life of Patents Owned at Dec 31, 2024 United States Rest of World

Remaining Life of Patents Owned at Dec 31, 2025

United States Rest of World

Within 5 years 800 4,700

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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.

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

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.

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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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.

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 create value growth for its shareholders.

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

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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.

Dow takes a holistic approach to climate protection, considering air, water and land and includes efforts to both mitigate and adapt to climate change.

For decades, Dow has been reducing GHG emissions in its operations.

Dow's detailed investment plan and roadmap outlines a clear decarbonization “Path2Zero” while driving value growth.

Dow has been a leader in water stewardship for more than 30 years and is now focused on water resilience in the watersheds on which its top sites rely.

Dow pioneered the methodology to value nature in business decisions over the last 10 years, and the next chapter in its biodiversity and nature strategy is to partner with leading organizations like Ducks Unlimited to conserve 50,000 acres of habitat by 2050.

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.

Transitioning to a circular economy is vital to a sustainable future and materials science plays a critical role.

Dow is helping advance a circular economy by transforming the way materials are made, used and reused.

As Dow develops technologies, it considers the total life cycle of a product, including factors such as demand on natural resources, GHG emissions, performance, longevity and end-of-life options.

Dow strives to extend the purposeful life of materials, retaining their value for as long as possible.

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

The Company 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.

The safety of Dow's workforce and their communities has always been, and continues to be, the Company's top priority.

Dow strives for every member of its team to return home safely each day.

Furthermore, Dow understands that having people who are healthy and feel psychologically and physically safe at work helps enable the Company to be a reliable, productive company that can meet its customers’ needs.

Dow is committed to fostering a culture where people can grow and thrive in a rapidly changing world.

Inclusion is core to Dow's ambition and fully aligned with its business strategy.

It enables Dow to create more innovative solutions, build a more resilient workforce and supply chain, and deliver long-term value for its shareholders.

As a global leader in materials science, Dow recognizes its responsibility to the communities where it does business, and Dow continues to drive a culture that fosters caring about its people, its communities and its environment.

Dow is committed to building an innovative, inclusive and more sustainable future;

one where communities thrive;

everyone has equitable access to science, technology, engineering and math ("STEM") and skilled trades careers;

and employees are empowered to accelerate positive social change through volunteerism.

Guided by the passion of its people, powerful partnerships and a commitment to making an impact, Dow focuses on creating positive and enduring change in its communities.

Driving Accountability and Best-in-Class Performance

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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.

Key areas include the depth and range of experiences of Dow's Board of Directors, stakeholder engagement, enterprise risk management, compensation practices, and ethics and compliance programs.

By focusing on these areas, Dow aims to enhance transparency, foster a culture of integrity and align with shareholder interests.

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:

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Dow maintains active Crisis Management Teams at the corporate level and in each region where the Company operates to ensure appropriate plans are in place in the event of natural disasters or other emergencies.

Inclusion, Diversity & Equity

At Dow, inclusion, diversity and equity (“ID&E”) is a business imperative evidenced by inclusion serving as a core pillar of the Company's ambition statement.

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 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.

Dow's strategic ID&E efforts are directed by its Chief Inclusion Officer and Office of Inclusion, which supports implementation throughout Dow’s businesses, functions and regions.

Three Inclusion Councils drive the ID&E strategy from the top of the Company down and across the enterprise:

• The President’s Inclusion Council defines and supports Dow's ID&E strategy from the top.

At Dow, creating an inclusive culture that empowers every employee is a business imperative and a key pillar of the Company's ambition.

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

In 2025, Dow earned significant recognition from Great Place to Work ® , including:

• World's Best Workplaces ™ for the third consecutive year

• 100 Best Companies to Work For ® for the sixth consecutive year

• Ranked #1 on the Best Workplaces in Manufacturing & Production ™ for the second consecutive year, Dow's fifth consecutive year on the list

These are significant accomplishments that represent several of the many awards the Company received related to its efforts to create a positive workplace culture.

Dow's strategic inclusion efforts are directed by its Chief Inclusion Officer and Office of Inclusion, which supports implementation throughout Dow’s businesses, functions and regions.

Three Inclusion Councils drive the inclusion strategy from the top of the Company down and across the enterprise:

• The President’s Inclusion Council defines and supports Dow's inclusion strategy from the top.

• A Senior Leaders’ Inclusion Council influences change through senior and mid-level business, geographic and functional leaders.

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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.

Dow’s ERGs help develop a high-performance workplace culture and cultivate a positive employee experience that improves employee satisfaction and retention.

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.

In addition, Dow has a Paid Time Off Policy which provides employees time off to volunteer and engage in ERG activities.

In addition, Dow has a Paid Time Off Policy which provides employees time off to volunteer in the community and engage in ERG activities.

In 2025, 61 percent of Dow’s workforce and 96 percent of Dow people leaders participated in at least one ERG.

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.

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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.

As part of Dow’s inclusion 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

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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;

2) providing employees with offerings that 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.

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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.

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

Additionally, this skills-valued focus increases the transparency of skills needed for current and future jobs and is embedded in talent practices such as goal setting, interviewing for new roles and applications for project work.

This approach supports 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.

A key component of the survey is an opportunity for employees to provide feedback on the effectiveness of their direct leader.

The survey covers topics such as workplace culture, leadership effectiveness, the work environment and overall employee satisfaction.

In 2025, 64 percent of employees responded to the annual survey.

The feedback received through this annual survey and additional quarterly checkpoint surveys is used to drive actions to improve the overall Dow experience for employees across the Company, as well as to support continuous improvement in leader effectiveness.

The feedback received through this annual survey, along with occasional checkpoint surveys, is used to drive actions to improve the overall Dow experience for employees across the Company.

At December 31, 2025, the Company permanently employed approximately 34,600 people on a full-time basis.

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Additional information regarding Dow’s human capital measures can be found in the Company's annual INtersections Report, as well as Dow's U.S.

Equal Employment Opportunity Report (EEO-1), accessible through the Inclusion and Diversity webpage at www.dow.com/diversity .

Equal Employment Opportunity Report (EEO-1), accessible through the Corporate Reporting webpage at https:/ / www.corporate.dow.com/en-us/about-dow/corporate-reporting .

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

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Other Business Experience since January 1, 2021

Andre Argenton, 51 Chief Technology & Sustainability Officer 2026 DOW INC.:

Chief Technology & Sustainability Officer since January 2026;

Chief Sustainability Officer and Vice President of Environment, Health, Safety & Sustainability (EHS&S) from March 2022 to January 2026.

Chief Technology & Sustainability Officer since January 2026;

Chief Sustainability Officer and Vice President of EHS&S from March 2022 to January 2026;

Vice President of Research and Development from May 2018 to March 2022.

Marco ten Bruggencate, 52 President, Industrial Intermediates & Infrastructure 2024 DOW INC.:

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Senior Global Human Resources Director for Finance, Legal, Public Affairs, and Government Affairs from May 2020 to November 2022.

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

Carter, 55 Chief Operating Officer 2019 DOW INC.:

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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.

Jim Fitterling, 64 Chair and Chief Executive Officer 2018 DOW INC.:

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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.:

Sampson, 65 Senior Vice President of Operations, Manufacturing & Engineering 2021 DOW INC.:

Senior Vice President, Operations, Manufacturing & Engineering since October 2020.

OLIN CORPORATION:

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

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

Senior Vice President of Research & Development and Chief Technology Officer since April 2019.

Chief Technology Officer since October 2015;

Senior Vice President of Research & Development since August 2013.

Senior Vice President, Operations, Manufacturing & Engineering since October 2020.

Tate, 56 Chief Financial Officer 2023 DOW INC.:

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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