What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-03 compared with 2025-02-04 · 383 added, 316 removed, 670 unchanged (51% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

STATEMENT ON CURRENCY EXCHANGE RATES

STATEMENT ON MACROECONOMIC CONDITIONS AND CURRENCY EXCHANGE RATES

Overview of Macroeconomic Conditions and the Company’s Response

The Company has continued to face challenging market conditions in 2025, including the significant impact of slower global GDP growth.

Industry overcapacity and newer entrants exporting at anti-competitive economics have negatively impacted the Company’s results of operations and cash flows and are expected to continue to do so.

In addition, the current uncertain geopolitical environment, including the impact of trade policies, has resulted in increased volatility in global markets, also negatively impacting the Company’s results of operations and cash flows.

The macroeconomic conditions experienced in 2025 are expected to persist in the near term for the Company and the industry alike.

Despite these challenges, the Company has maintained a strong financial position and solid liquidity and has taken actions to mitigate impacts on its supply chain and results of operations.

At the time of this filing, the ultimate impact of tariff policies and other evolving global trade measures, coupled with existing macroeconomic challenges, is uncertain.

The Company is actively monitoring global trade developments to identify actions necessary to maintain competitiveness while it adapts to these new economic challenges and continuing to work with regulatory bodies to address anti-competitive behavior.

More information on these risks and potential impact to the Company can be found in Part I, Item 1A.

Risk Factors.

In the first quarter of 2025, Dow announced targeted cost actions to reduce structural costs by $1 billion over the next two years, while its businesses work to balance supply with profitable demand.

The cost actions target areas such as third-party spending and include a workforce reduction of approximately 1,500 roles.

The Company also announced reductions to its capital expenditures for 2025.

The Company announced further actions to address ongoing macroeconomic volatility and persistently slower global GDP growth in the second quarter of 2025, including the decision to delay construction of its Path2Zero project in Fort Saskatchewan, Alberta, Canada.

The Company’s expected 2025 enterprise-wide capital expenditures were adjusted to $2.5 billion from the Company's original plan of $3.5 billion after the actions taken in the first and second quarters of 2025.

In January 2026, the Company provided an updated timeline for its Fort Saskatchewan Path2Zero project, delaying completion of the project by two years, and expects the first and second phases of the project to start up by the end of 2029 and 2030, respectively.

Dow remains committed to its Path2Zero project and the growth upside it will enable in targeted applications like pressure pipe, wire and cable, and food packaging.

The project is expected to be the world’s first net-zero Scope 1 and 2 carbon dioxide equivalent emissions integrated ethylene and derivatives complex.

On July 7, 2025, the Company announced additional restructuring actions, approved by its Board of Directors ("Board") on June 30, 2025, to rationalize its global asset footprint, including actions related to the three assets identified as part of the Company’s expanded strategic review of its European assets and certain corporate and other assets, and to enhance the Company’s competitiveness over the economic cycle.

The program includes asset write-down and write-off charges, severance and related benefit costs, contract termination fees and other exit and disposal costs.

These actions will be completed by the Company primarily over the next four years, including the asset shut downs and completion of the related decommissioning and demolition activities.

Significant actions approved to date include the following:

• Packaging & Specialty Plastics will shut down an ethylene facility in Böhlen, Germany, by the end of 2027.

• Industrial Intermediates & Infrastructure will shut down chlor-alkali and vinyl assets in Schkopau, Germany, by the end of 2027.

• Performance Materials & Coatings will shut down a basics siloxanes plant in Barry, United Kingdom, by mid-year 2026.

• The Company wrote off certain Corporate-aligned owned and leased non-manufacturing facilities and other assets.

More information on the restructuring actions and related charges can be found in Note 5 to the Consolidated Financial Statements.

Beginning with the third quarter of 2025, the Company’s Board reduced the dividend by 50 percent to $0.35 per share, in response to the prolonged industry downturn.

The adjustment to the size of the dividend reflects the Company’s balanced capital allocation approach and enhances financial flexibility amidst a persistently challenging macroeconomic environment.

On January 29, 2026, the Company announced Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company’s operating model, reducing its cost structure and delivering faster growth.

Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and will be accretive to the $1 billion structural cost reductions announced in the first quarter of 2025.

The Company expects to incur one-time costs and charges related to Transform to Outperform of $1.1 billion to $1.5 billion, including severance and related benefit costs of $600 million to $800 million associated with approximately 4,500 roles.

Charges for severance and related benefit costs and the related implementation costs will be incurred primarily over the next two years.

Currency Exchange Rates

The Company's global business operations give rise to market risk exposure related to changes in foreign currency exchange rates and international capital flows that may be affected by extensive regulations and controls, especially in developing or highly inflationary countries such as Argentina.

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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.

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The following is a summary of the results for the Company for the year ended December 31, 2025:

The Company reported net sales in 2024 of $43 billion, down 4 percent from $45 billion in 2023, with decreases across all geographic regions, and driven by a decrease in local price of 4 percent.

Net sales decreased in Packaging & Specialty Plastics (down 6 percent) and Industrial Intermediates & Infrastructure (down 5 percent), partially offset by an increase in Performance Materials & Coatings (up 1 percent).

The Company reported net sales of $40 billion in 2025, down 7 percent from $43 billion in 2024, with decreases across all operating segments and geographic regions, and driven by a decrease in local price of 7 percent.

Net sales decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 5 percent).

Local price decreased 7 percent compared with 2024, with decreases in all operating segments and geographic regions.

Local price decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).

Volume was flat compared with 2023 and mixed by operating segment, with a decrease in Packaging & Specialty Plastics (down 2 percent) offset by increases in Industrial Intermediates & Infrastructure (up 1 percent) and Performance Materials & Coatings (up 5 percent).

Volume was flat compared with 2024 and mixed by geographic region.

Volume increased in the U.S.

& Canada (up 2 percent), decreased in Latin America (down 1 percent), and was flat in EMEAI and Asia Pacific.

& Canada (up 2 percent) and Asia Pacific (up 1 percent), and decreased in EMEAI (down 4 percent) and Latin America (down 2 percent).

The impact of currency on net sales was flat compared with 2024.

Restructuring and asset related charges - net were $103 million in 2024 compared with $528 million in 2023, primarily reflecting restructuring actions approved by the Board in January 2023.

The restructuring charges recognized in 2024 consisted of severance and related benefit costs of $41 million, asset write-downs and write-offs of $16 million and costs associated with exit and disposal activities of $9 million.

In addition, the Company recognized pretax impairment charges of $37 million related to assets included in the divestiture of the Company's flexible packaging laminating adhesives business.

Equity in losses of nonconsolidated affiliates was $6 million in 2024, compared with losses of $119 million in 2023, primarily driven by improved equity earnings at the Kuwait joint ventures driven from higher prices and volumes, improved results at the Sadara joint venture, partially offset by continued margin compression at the Thai joint ventures.

Restructuring, goodwill impairment and asset related charges - net were $1,856 million in 2025 compared with $103 million in 2024.

The restructuring charges recognized in 2025 were related to actions approved by the Board in January and June 2025 and consisted of severance and related benefit costs of $389 million, asset write-downs and write-offs of $349 million and costs associated with exit and disposal activities of $124 million.

The Company also reported an impairment charge of $690 million related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit, a pretax impairment charge of $303 million related to the assets used for chlor-alkali, propylene oxide and brine production in Latin America, and $1 million of asset related charges associated with the Company's 2023 Restructuring Program in 2025.

Equity in losses of nonconsolidated affiliates was $240 million in 2025, compared with losses of $6 million in 2024, primarily driven by continued integrated margin compression at the Company's principal joint ventures.

Sundry income (expense) - net for Dow Inc.

and TDCC was income of $415 million and $404 million, respectively, in 2024, compared with expense of $280 million and $327 million, respectively, in 2023.

Sundry income (expense) - net increased primarily due to lower foreign currency exchange losses and the absence of a one-time non-cash settlement charge related to the Company's pension de-risking activities in 2023.

Net income available for Dow Inc.

and TDCC common stockholder(s) was $1,116 million and $1,127 million, respectively, in 2024, compared with $589 million and $556 million, respectively, in 2023.

Earnings per share for Dow Inc.

was $1.57 per share in 2024, compared with $0.82 per share in 2023.

In 2024, Dow Inc.

declared and paid dividends to common stockholders of $2.80 per share ($1,966 million).

and TDCC was income of $140 million and $157 million, respectively, in 2025, compared with income of $415 million and $404 million, respectively, in 2024.

Sundry income (expense) - net decreased primarily due to non-cash settlement charges related to the Company's pension derisking activities and lower non-operating pension and postretirement benefit plan credits, partially offset by gains on the divestiture of the Company's ownership in its DowAksa Advanced Composites Holdings BV joint venture ("DowAksa") and the sale of its soil fumigation product line.

Net income attributable to noncontrolling interests was $179 million in 2025, compared with $85 million in 2024.

The increase reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management.

InfraPark purchased 49 percent of the membership interests in Diamond Infrastructure Solutions in 2025.

Net income (loss) available for Dow Inc.

and TDCC common stockholder(s) was a loss of $2,623 million and $2,598 million, respectively, in 2025, compared with income of $1,116 million and $1,127 million, respectively, in 2024.

Earnings (loss) per share for Dow Inc.

was a loss of $3.70 per share in 2025, compared with earnings of $1.57 per share in 2024.

In 2025, Dow Inc.

repurchased $494 million of the Company's common stock.

declared and paid dividends to common stockholders of $1,490 million.

Other notable events and highlights from the year ended December 31, 2025 include:

• On January 25, 2024, the Company published its Green Finance Framework and related Second Party Opinion on its website, to support the execution of its sustainability strategy.

• On February 1, 2024, Andrea L.

Dominowski became Controller and Vice President of Controllers.

• On February 9, 2024, TDCC issued $1.25 billion of senior unsecured notes in connection with the Company's Green Finance Framework.

• On April 2, 2024, the Company announced that Mauro Gregorio, President of Performance Materials & Coatings, elected to retire in the third quarter of 2024 after 40 years of service.

• On April 2, 2024, the Company announced that Brendy Lange, business vice president of Dow Industrial Solutions, was named President of Performance Materials & Coatings.

• On May 16, 2024, the Company announced it will expand its Protect the Climate targets by setting distinct milestones for climate change mitigation that focus on water and nature conservation.

Additional information can be found on the Company's website.

• On June 18, 2024, Dow Inc.

released its INtersections Report, highlighting how the Company is advancing its ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world.

Additional information can be found on the Company's website.

• On July 1, 2024, Ronald C.

Edmonds, former Controller and Vice President of Controllers and Tax, elected to retire after 31 years of service.

• On July 1, 2024, Fitch Ratings affirmed TDCC's BBB+ and F1 rating, and its outlook of stable.

Additionally, on July 1, 2024, Standard & Poor's affirmed TDCC's BBB and A-2 rating, and its outlook of stable.

• On August 1, 2024, the Company acquired Circulus Holdings, LLC, a U.S.

mechanical recycling company that converts plastic waste into post-consumer resin, for approximately $130 million.

• On August 6, 2024, Moody's Ratings affirmed TDCC's Baa1 and P-2 rating, and its outlook of stable.

• On October 24, 2024, the Company announced that it will complete 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.

• On October 28, 2024, Moody's Ratings re-affirmed TDCC's Baa1 and P-2 rating and revised its outlook to negative from stable.

• On December 2, 2024, the Company completed the sale of its flexible packaging laminating adhesives business, within the Packaging & Specialty Plastics segment, to Arkema S.A.

for cash proceeds of $115 million, net of working capital adjustments, costs to sell and other transaction expenses and subject to customary post-closing adjustments.

• On December 3, 2024, the Company announced that Karen Carter, President of Packaging & Specialty Plastics, had been named Chief Operating Officer.

• On December 4, 2024, the Company announced that Keith Cleason had been named President of Packaging & Specialty Plastics.

• On December 4, 2024, the Company announced that Jane Palmieri, President of Industrial Intermediates & Infrastructure, had elected to retire in March 2025 after 30 years of service with Dow.

• On December 4, 2024, the Company announced that Marco ten Bruggencate had been named President of Industrial Intermediates & Infrastructure.

• On December 8, 2024, the Company entered into a definitive agreement to sell a 40 percent equity stake in select U.S.

Gulf Coast infrastructure assets to a fund managed by Macquarie Asset Management in exchange for cash proceeds of approximately $2.4 billion.

Under the terms of the agreement, Macquarie Asset Management has the option to purchase up to an additional 9 percent equity stake in exchange for additional cash proceeds of up to $600 million.

• On December 9, 2024, Standard & Poor's re-affirmed TDCC's BBB and A-2 rating, and its outlook of stable.

• Dow was named on the Top 100 Global Innovators ™ list for the 13th consecutive year.

• Dow received a record-setting 12 2024 Edison Awards ™ (three gold, five silver and four bronze), once again earning more awards than any other organization for the seventh consecutive year.

• Dow was named to the JUST 100 list, placing 35th overall, a 20-place improvement from last year, and securing the top spot for Customers in the Chemicals sector.

• Dow earned a spot in the S&P Global Sustainability Yearbook, recognizing the Company as a top industry performer.

• Dow received six 2024 BIG Innovation Awards from the Business Intelligence Group ™ , the most received in a single Business Intelligence Group ™ Awards program by the Company.

• Dow was recognized with a 2024 CIO 100 Award, for the third consecutive year, for the Company's Integrated Data Hub.

• Dow advanced to third place on the 2024 Fair360, formerly DiversityInc, Top 50 Companies for Diversity list making it the seventh consecutive year on the list.

Dow was also included on 12 of Fair360's Specialty Lists including:

Top Companies for Executive Fairness Councils, Top Companies for Board of Directors, Top Companies for Environmental, Social & Governance, Top Companies for Philanthropy, Top Companies for Supplier Fairness, Top Companies for Employee Resource Groups, Top Companies for Mentoring, Top Companies for Sponsorship, Top Companies for People with Disabilities, Top Companies for Latino Executives, Top Companies for Asian American Executives and Top Companies for LGBTQ+ Employees.

• Dow received six prestigious 2024 SEAL (Sustainability, Environmental Achievement and Leadership) Business Sustainability Awards.

Dow's DOWSIL ™ ACP-3089 Antifoam Compound and Dow's SILASTIC ™ STT 2650 Self Sealing Silicone each received a SEAL Sustainable Innovation Award.

Dow's DOWSIL ™ 2080, DOWSIL ™ IE-9100, DOWSIL ™ 991 and SILASTIC ™ STT 2650 each received a SEAL Sustainable Product Award.

• For the eighth consecutive year, Dow received a top score on the Disability Equality Index ® , placing the Company among the Best Places to Work for Disability Inclusion ® for 2024.

• Dow was named one of the 2024 PEOPLE ® Companies that Care by Great Place to Work ® and PEOPLE ® for the fifth consecutive year.

• On January 27, 2025, the Dow Inc.

Board approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, including a workforce reduction of approximately 1,500 roles.

These targeted actions are expected to deliver $1 billion in cost savings by 2026.

• On February 21, 2025, Standard & Poor's affirmed TDCC's BBB and A-2 rating, and revised its outlook to negative from stable.

• On February 25, 2025, TDCC issued $1 billion of senior unsecured notes and announced that the proceeds would be used to complete cash tender offers for certain debt securities.

• On March 13, 2025, the Company completed cash tender offers for certain debt securities.

In total, $943 million aggregate principal amount was tendered and retired.

• On April 10, 2025, Dow Inc.

announced results from the 2025 Annual Stockholder Meeting, including the election of all incumbent directors, as well as Rebecca B.

Liebert, president and chief executive officer of The Lubrizol Corporation, a Berkshire Hathaway company, to its Board.

• On May 1, 2025, the Company completed the sale of 40 percent of the membership interests in its wholly owned subsidiary Diamond Infrastructure Solutions to InfraPark.

Dow received initial cash proceeds of approximately $2.4 billion from the sale.

The transaction included an option for InfraPark to purchase up to an additional 9 percent of Diamond Infrastructure Solutions' member interests in exchange for additional cash proceeds of up to $600 million within six months of the closing date of the sale.

• On May 1, 2025, the Company announced the completion of the sale of Telone TM , a soil fumigation product line, to TriCal Soil Solutions, Inc., a distributor and applicator of soil fumigation products for net cash proceeds of $121 million.

• On June 10, 2025, The Court of King's Bench of Alberta, Canada signed a judgment ordering Nova Chemicals Corporation to pay the Company an additional amount of $1.62 billion Canadian dollars (equivalent to approximately $1.2 billion U.S.

dollars) for damages the Company incurred through June 2018, which had not been previously quantified.

• On June 30, 2025, the Board approved restructuring actions to rationalize the Company's global asset footprint, including certain actions identified as part of the Company's previously announced strategic review of its European assets, and certain corporate and other assets.

• On July 7, 2025, Moody's Ratings announced a long-term credit rating change for TDCC from Baa1 to Baa2 and affirmed TDCC's P-2 rating and its outlook of negative.

• On July 24, 2025, the Company announced a 50 percent reduction to its dividend declared for the third quarter of 2025.

• On July 31, 2025, Fitch Ratings announced a long-term credit rating change for TDCC from BBB+ to BBB and a short-term credit rating change from F1 to F2, with its outlook remaining stable.

• On August 8, 2025, the Company sold its ownership interest in DowAksa to its joint venture partner, Aksa Akrilik Kimya Sanayii A.Ş., for cash proceeds of $121 million, net of costs to sell and other transaction expenses and subject to customary post-closing adjustments.

• On August 29, 2025, the Company received approximately $540 million of additional proceeds following InfraPark's purchase of an additional 9 percent of the membership interests of Diamond Infrastructure Solutions, increasing its minority equity stake from 40 percent to 49 percent, and bringing the total proceeds from the transaction to approximately $3 billion.

• On September 3, 2025, TDCC issued $1.4 billion of senior unsecured notes.

• Dow was honored by Great Place to Work ® and Fortune as one of the World's Best Workplaces.

Dow was also certified as a Great Place to Work ® in 15 countries and ranked on eight national Best Workplaces lists, including the Fortune 100 Best Companies to Work For ® list in the United States for the fourth consecutive year.

• Dow was named to the Dow Jones Sustainability World Index by S&P Dow Jones Indices, the world's leading index provider focused on providing essential sustainability intelligence.

This is the 24th year Dow has achieved this prestigious ranking.

• Dow received the first place spot on the Best Workplace in Manufacturing and Production list by Great Place to Work ® and Fortune.

This is the fourth consecutive year Dow has been named to this prestigious list and the first time atop the ranking.

This is the fifth consecutive year Dow has been named to this prestigious list and the second time atop the ranking.

• Dow received 10 2025 Edison Awards ™ (one gold, four silver and five bronze), once again earning more awards than any other organization for the eighth consecutive year.

• Dow received six 2025 BIG Innovation Awards from the Business Intelligence Group ™ , matching the record number of BIG Innovation Awards Dow received in 2024.

• Dow received four prestigious 2025 SEAL (Sustainability, Environmental Achievement and Leadership) Business Sustainability Awards.

Dow's RP 101 Trace Solution received a SEAL Sustainable Innovation Award.

Dow's DOWSIL™ TC-6040 thermal conductive encapsulants, DOWSIL™ 2102 and DOWSIL™ 2110 adhesive, and EcoSense™ 2470 surfactant each received a SEAL Sustainable Product Award.

In addition to the highlights above, the following events occurred subsequent to December 31, 2025:

• On January 5, 2026, the Company announced that A.N.

Sreeram, Senior Vice President and Chief Technology Officer, had elected to retire in June 2026 after 20 years of service with Dow.

• On January 5, 2026, the Company announced that Andre Argenton had been named Chief Technology and Sustainability Officer effective January 1, 2026.

• On January 5, 2026, the Company announced Rebecca B.

Liebert resigned from Dow's Board of Directors, effective January 2, 2026.

• On January 26, 2026, the Dow Inc.

Board approved Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company’s operating model, reducing its cost structure and delivering faster growth.

RESULTS OF OPERATIONS

For comparison of results of operations for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 4, 2025.

The following tables summarize net sales and sales variances by operating segment and geographic region from the prior year:

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Sales Variances by Operating Segment and Geographic Region

Percentage change from prior year Local Price & Product Mix Currency Volume Total Local Price & Product Mix Currency Volume

Percentage change from prior year Local Price & Product Mix Currency Volume Portfolio & Other 1

Total Local Price & Product Mix Currency Volume

Packaging & Specialty Plastics (8) % 1 % — % (1) % (8) % (4) % — % (2) % (6) %

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Total (7) % — % — % — % (7) % (4) % — % — % (4) %

Portfolio & Other includes the sales impact of the flexible packaging laminating adhesives business, which was sold to Arkema S.A.

in the fourth quarter of 2024.

2025 Versus 2024

The Company reported net sales of $43.0 billion in 2024, down 4 percent from $44.6 billion in 2023, with local price down 4 percent, and volume and currency both flat.

Net sales decreased across all operating segments except Performance Materials & Coatings, and across all geographic regions.

Local price decreased in all operating segments and across all geographic regions driven by industry supply and demand dynamics and lower global energy and feedstock costs.

The Company reported net sales of $40.0 billion in 2025, down 7 percent from $43.0 billion in 2024, with local price down 7 percent and volume, currency and portfolio & other flat.

Net sales decreased across all operating segments and geographic regions.

Local price decreased across all operating segments and geographic regions driven by industry supply and demand dynamics and lower global energy and feedstock costs.

Local price decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).

Volume increased 2 percent in the U.S.

& Canada, decreased 1 percent in Latin America and was flat in EMEAI and Asia Pacific.

Volume decreased in Packaging & Specialty Plastics (down 2 percent) and increased in Industrial Intermediates & Infrastructure (up 1 percent) and Performance Materials & Coatings (up 5 percent).

Excluding the Hydrocarbons & Energy business, sales decreased 2 percent.

Volume was flat with gains in the U.S.

& Canada (up 2 percent) and in Asia Pacific (up 1 percent) offset by declines in EMEAI (down 4 percent) and in Latin America (down 2 percent).

Volume was flat in Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure and declined in Performance Materials & Coatings (down 2 percent).

Packaging & Specialty Plastics was favorably impacted by currency (up 1 percent) and unfavorably impacted by portfolio & other (down 1 percent).

Excluding the Hydrocarbons & Energy business, net sales decreased 7 percent.

Cost of Sales

Cost of sales ("COS") was $37.4 billion in 2025, compared with $38.4 billion in 2024.

COS decreased in 2024 primarily due to lower raw material costs, lower global energy and feedstock costs, and the impact of structural cost improvements, partially offset by increased planned maintenance turnaround spending.

COS decreased in 2025 primarily due to lower raw material, feedstock and energy costs, the impact of the Company's cost reduction initiatives, and lower planned maintenance turnaround spending, partially offset by the impact of lower operating rates.

COS as a percentage of net sales was 93.7 percent in 2025, compared with 89.3 percent in 2024.

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Research and development ("R&D") expenses were $752 million in 2025, compared with $810 million in 2024.

R&D expenses decreased in 2024 primarily due to lower performance-based compensation costs.

R&D expenses decreased in 2025 primarily due to the Company's cost reduction initiatives and lower performance-based compensation costs.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were $1,392 million in 2025, compared with $1,581 million in 2024.

SG&A expenses decreased in 2024 primarily due to lower performance-based compensation costs, as well as lower fringe benefit expenses resulting from the U.S.

pension plan freeze, which more than offset an increase in bad debt expense, including expense incurred as a result of a resolution of a customer dispute.

SG&A expenses decreased in 2025 primarily due to the impact of lower third-party purchased services, the impact of the Company's cost reduction initiatives, lower performance-based compensation costs and decreased bad debt expense.

Amortization of Intangibles

Amortization of intangibles was $231 million in 2025, compared with $310 million in 2024.

Amortization of intangibles decreased primarily due to the reduction in the intangible asset base, resulting primarily from the write-off of an intangible asset, certain intangible asset write-offs related to the divestiture of the Company's flexible packaging laminating adhesives business and certain intangible assets becoming fully amortized in 2024.

Amortization of intangibles decreased primarily due to certain intangible assets becoming fully amortized in 2025.

See Note 12 to the Consolidated Financial Statements for additional information on intangible assets.

Restructuring and Asset Related Charges - Net

Restructuring, Goodwill Impairment and Asset Related Charges - Net

2025 Restructuring Program

On January 25, 2023, the Board approved restructuring actions to achieve the Company's structural cost improvement initiatives in response to the continued economic impact from the global recessionary environment and to enhance its agility and long-term competitiveness across the economic cycle.

These actions are expected to be substantially complete by the end of the first quarter of 2025.

As a result of these actions, in 2023 the Company recorded pretax restructuring charges of $535 million, consisting of severance and related benefit costs of $344 million and asset write-downs and write-offs of $191 million.

On January 27, 2025, the Board approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, while reinforcing its long-term competitiveness across the economic cycle.

These actions are expected to be substantially complete by the end of 2026.

On June 30, 2025, the Board approved restructuring actions to rationalize the Company's global asset footprint, including certain actions identified as part of the Company's previously announced strategic review of its European assets and certain corporate and other assets, and to enhance the Company's competitiveness over the economic cycle.

The program includes asset write-down and write-off charges, severance and related benefit costs and other exit and disposal costs.

As a result of these actions, the Company recorded pretax restructuring charges in 2025 of $862 million, consisting of severance and related benefit costs of $389 million, asset write-downs and write-offs of $349 million and costs associated with exit and disposal activities of $124 million.

The restructuring charges by segment were as follows:

$165 million in Packaging & Specialty Plastics, $95 million in Industrial Intermediates & Infrastructure, $150 million in Performance Materials & Coatings and $452 million in Corporate.

These charges were partially offset by other asset related credit adjustments of $7 million in Corporate related to a prior restructuring program.

See Note 5 to the Consolidated Financial Statements for additional information.

In 2024, the Company recorded pretax restructuring charges of $66 million, consisting of severance and related benefit costs of $41 million, asset write-downs and write-offs of $16 million and costs associated with exit and disposal activities of $9 million.

The restructuring charges by segment were as follows:

$8 million in Industrial Intermediates & Infrastructure, $7 million in Performance Materials & Coatings and $51 million in Corporate.

In addition, the Company recognized pretax impairment charges of $37 million related to assets included in the divestiture of the Company's flexible packaging laminating adhesives business and related to Packaging & Specialty Plastics.

2023 Restructuring Program

Actions related to the 2023 Restructuring Program were complete at the end of the second quarter of 2025.

In 2025, the Company recorded an additional pretax restructuring charge of $5 million for asset write-downs and write-offs and an asset related credit adjustment of $4 million, related to Industrial Intermediates & Infrastructure.

See Note 5 to the Consolidated Financial Statements for additional information.

2025 Goodwill Impairment

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 an impairment charge of $690 million, related to Industrial Intermediates & Infrastructure.

See Notes 5, 12 and 22 to the Consolidated Financial Statements for additional information.

Asset Related Charges

In 2025, 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 Company performed a held-and-used impairment analysis and the assets were written down to their fair value.

The impairment charge was related to Industrial Intermediates & Infrastructure ($232 million) and Packaging & Specialty Plastics ($71 million).

See Notes 5 and 22 for additional information.

Equity in Earnings (Losses) of Nonconsolidated Affiliates

The Company’s share of equity in losses of nonconsolidated affiliates was $6 million in 2024, compared with losses of $119 million in 2023, driven primarily by improved equity earnings at the Kuwait joint ventures from higher prices and volumes and improved results at the Sadara joint venture, partially offset by margin compression from softer demand at the Thai joint ventures.

The Company’s share of equity in losses of nonconsolidated affiliates was $240 million in 2025, compared with losses of $6 million in 2024, primarily driven by continued integrated margin compression at the Company's principal joint ventures.

Sundry Income (Expense) - Net

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Sundry income (expense) - net for 2025 was income of $140 million and $157 million for Dow Inc.

and TDCC, respectively, compared with expense of $280 million and $327 million for Dow Inc.

and TDCC, respectively, compared with income of $415 million and $404 million for Dow Inc.

and TDCC, respectively, in 2024.

In 2025, sundry income (expense) - net included non-operating pension and postretirement benefit plan credits, a gain from the divestiture of the Company's soil fumigation product line (related to Industrial Intermediates & Infrastructure), a gain from the divestiture of its ownership interest in DowAksa (related to Corporate), foreign currency exchange gains, and gains on the sales of other assets and investments, partially offset by a loss on early extinguishment of debt and pension settlement charges (both related to Corporate).

In 2024, sundry income (expense) - net included non-operating pension and postretirement benefit plan credits and gains on the sales of assets and investments, which were partially offset by foreign currency exchange losses.

In 2023, sundry income (expense) - net included a $642 million non-cash settlement charge related to the purchase of nonparticipating group annuity contracts for certain pension plans (related to Corporate) and foreign currency exchange losses, including $109 million related to the December 2023 devaluation of the Argentine peso (related to Corporate), which were partially offset by non-operating pension and postretirement benefit plan credits, a $106 million gain associated with a legal matter with Nova Chemicals Corporation (related to Packaging & Specialty Plastics), and gains on the sales of assets and investments.

See Notes 4, 6, 19 and 25, to the Consolidated Financial Statements for additional information.

In 2025 and 2024, in addition to the amounts previously discussed above for TDCC, sundry income (expense) - net for Dow Inc.

included net gains of $13 million and $42 million, respectively, associated with agreements and matters with DuPont de Nemours, Inc.

included a net loss of $17 million and a net gain of $13 million, respectively, associated with agreements and matters with DuPont de Nemours, Inc.

("DuPont") and Corteva, Inc.

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Interest expense and amortization of debt discount was $865 million in 2025, compared with $811 million in 2024.

The increase in interest expense is primarily due to $1.25 billion of senior unsecured notes issued in connection with the Green Finance Framework in the first quarter of 2024 and borrowings outside of the United States.

The increase in interest expense is primarily due to $1.4 billion of senior unsecured notes issued in the third quarter of 2025 and increased issuances of commercial paper in 2025.

See Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 14 to the Consolidated Financial Statements for additional information related to debt financing activity.

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The underlying factors affecting the Company's overall tax rate are summarized in Note 7 to the Consolidated Financial Statements.

The Company reported a tax provision of $399 million in 2024, resulting in an effective tax rate of 24.9 percent, compared with a tax credit of $4 million in 2023, resulting in an effective tax rate of negative 0.6 percent.

The provision for income taxes and higher effective tax rate for 2024 was primarily due to the geographic mix of earnings, partially offset by adjustments and the reassessment of interest and penalties on a tax matter in foreign jurisdictions.

The credit for income taxes and lower effective tax rate in 2023 were primarily due to low pretax income, the geographic mix of earnings and increases in tax basis in assets located in foreign jurisdictions, partially offset by changes in uncertain tax positions in various jurisdictions.

The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal ("GloBE") established by the Organization of Economic Cooperation and Development’s ("OECD") Pillar Two framework.

The Company reported a tax credit of $67 million in 2025, resulting in an effective tax rate of 2.7 percent, compared with a tax provision of $399 million in 2024, resulting in an effective tax rate of 24.9 percent and 24.8 percent for Dow Inc.

and TDCC, respectively.

The credit for income taxes was favorably impacted by the sale of a portion of the Company's membership interest in its wholly owned subsidiary, Diamond Infrastructure Solutions, as well as the recording of a tax benefit stemming from the U.S.

Tax Court's decision in Varian Medical Systems Inc.

Commissioner .

These benefits were partially offset by the geographic mix of earnings, valuation allowances recorded in certain foreign jurisdictions, losses attributable to jurisdictions for which no tax benefit can be recognized, and non-deductible goodwill impairment.

The provision for income taxes and higher effective tax rate in 2024 was primarily due to the geographic mix of earnings, partially offset by adjustments and the reassessment of interest and penalties on a tax matter in foreign jurisdictions.

The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal Regime ("GloBE") established by the Organization of Economic Cooperation and Development’s ("OECD") Pillar Two framework.

Several countries in which the Company operates have adopted those rules into their legislation and several others are expected to implement in the future.

To date, such legislation has not materially impacted the Company's effective tax rate.

The Company continues to evaluate impacts as further guidance is released.

On July 4, 2025, U.S.

legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H.

14” (“the Act”) and commonly referred to as the One Big Beautiful Bill Act was signed into law.

The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S.

federal income tax regime.

The Act has not materially impacted the Company's effective tax rate.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests was $179 million in 2025, compared with $85 million in 2024.

The increase in net income attributable to noncontrolling interests was primarily driven by the sale of 49 percent of the membership interests of Diamond Infrastructure Solutions in 2025.

See Notes 18 and 23 to the Consolidated Financial Statements for additional information.

Net Income Available for Common Stockholder(s)

Net income available for Dow Inc.

common stockholders was $1,116 million in 2024, compared with $589 million in 2023.

Earnings per share of Dow Inc.

was $1.57 per share in 2024, compared with $0.82 per share in 2023.

Net Income (Loss) Available for Common Stockholder(s)

Net income (loss) available for Dow Inc.

common stockholders was a loss of $2,623 million in 2025, compared with income of $1,116 million in 2024.

Earnings (loss) per share of Dow Inc.

was a loss of $3.70 per share in 2025, compared with earnings of $1.57 per share in 2024.

See Note 8 to the Consolidated Financial Statements for details on Dow Inc.'s earnings per share calculations.

Net income available for the TDCC common stockholder was $1,127 million in 2024, compared with $556 million in 2023.

Net income (loss) available for the TDCC common stockholder was a loss of $2,598 million in 2025, compared with income of $1,127 million in 2024.

TDCC's common shares are owned solely by Dow Inc.

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For comparison of segment results for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.

PACKAGING & SPECIALTY PLASTICS

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Local price & product mix (8) % (4) %

Volume (2) (5)

Portfolio & other 1

Total (8) % (6) %

Portfolio & other includes the sales impact of the flexible packaging laminating adhesives business, which was sold to Arkema S.A.

in the fourth quarter of 2024.

2025 Versus 2024

Packaging & Specialty Plastics net sales were $21,776 million in 2024, down 6 percent from net sales of $23,149 million in 2023, with local price down 4 percent, volume down 2 percent and currency flat.

Local price decreased in Packaging and Specialty Plastics in all geographic regions, primarily driven by lower pricing of downstream polymers.

Local price was flat in Hydrocarbons & Energy.

Volume increased in Packaging and Specialty Plastics, primarily in EMEAI and the U.S.

& Canada, due to higher downstream polymers and polyethylene demand.

Volume decreased in Hydrocarbons & Energy in all geographic regions, led by EMEAI, primarily driven by higher internal derivative demand and lighter feedslate cracking.

Packaging & Specialty Plastics net sales were $19,970 million in 2025, down 8 percent from net sales of $21,776 million in 2024, with local price down 8 percent, portfolio & other down 1 percent, currency up 1 percent, and volume flat.

Local price decreased in Packaging and Specialty Plastics in all geographic regions, driven by lower pricing of polyethylene and functional polymers.

Local price decreased in Hydrocarbons & Energy, driven by olefins and aromatics in EMEAI and the U.S.

Currency had a favorable impact on sales, driven by EMEAI.

Volume was flat in Packaging and Specialty Plastics as higher volumes in polyethylene were offset by lower functional polymers volumes.

Volume increased in Hydrocarbons & Energy, primarily due to higher energy sales in the U.S.

& Canada, partially offset by lower merchant olefin sales in EMEAI due to the Company's decision to temporarily idle an ethylene cracker.

Operating EBIT was $827 million in 2025, down $1,546 million from Operating EBIT of $2,373 million in 2024.

Operating EBIT decreased primarily due to lower selling prices, lower volumes in Hydrocarbons & Energy, higher planned maintenance costs, and the impact of an unplanned ethylene facility outage, which were partially offset by lower raw material, energy and feedstock costs.

Operating EBIT decreased primarily due to lower integrated margins and equity earnings at the Company's EQUATE and Thai joint ventures, partially offset by lower planned maintenance costs and the impact of the Company's cost reduction initiatives.

INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE

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Local price & product mix (6) % (6) %

Currency — (1)

Total (6) % (5) %

2025 Versus 2024

Industrial Intermediates & Infrastructure net sales were $11,869 million in 2024, down 5 percent from $12,538 million in 2023, with local price down 6 percent, volume up 1 percent and currency flat.

decreased in both businesses and across all geographic regions, led by industrial and building and construction applications.

Volume in Industrial Solutions increased, led by industrial and coatings applications, and in all geographic regions except the U.S.

& Canada, which was flat, reflecting the impacts of an outage in 2023 at the Louisiana Operations Glycol-2 unit in Plaquemine, Louisiana, which successfully restarted in June 2024.

Volume in Polyurethanes & Construction Chemicals decreased in all geographic regions, except EMEAI, driven by lower demand, particularly in consumer durables and industrial applications, which were partially offset by an increase in building and construction applications.

Operating EBIT was $125 million in 2024, up $1 million from Operating EBIT of $124 million in 2023.

Operating EBIT increased primarily due to lower raw material and feedstock costs and improved results at the EQUATE and Sadara joint ventures, which were offset by lower selling prices in both businesses and the impact of an outage in 2023 at the Louisiana Operations Glycol-2 unit in Plaquemine, Louisiana, which successfully restarted in June 2024.

Industrial Intermediates & Infrastructure net sales were $11,163 million in 2025, down 6 percent from $11,869 million in 2024, with local price down 6 percent, and both volume and currency flat.

Local price decreased in both businesses and across all geographic regions, led by declines in industrial, consumer durables and building and construction applications.

Volume increased in Industrial Solutions, with higher volumes in all geographic regions except Latin America, primarily in energy and industrial applications.

Volume decreased in Polyurethanes & Construction Chemicals, driven by declines in EMEAI and Latin America, primarily in consumer durables and industrial applications.

Operating EBIT was a loss of $561 million in 2025, down $686 million from Operating EBIT of $125 million in 2024.

Operating EBIT decreased primarily due to margin compression, the impact of lower operating rates and lower results at the EQUATE and Sadara joint ventures, partially offset by the impact of the Company's cost reduction initiatives.

PERFORMANCE MATERIALS & COATINGS

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2025 Versus 2024

Performance Materials & Coatings net sales were $8,574 million in 2024, up 1 percent from net sales of $8,497 million in 2023, with volume up 5 percent, local price down 3 percent and an unfavorable currency impact of 1 percent.

Volume increased in both businesses.

In Coatings & Performance Monomers, volume increased in all geographic regions except EMEAI, led by acrylic monomers.

Volume increased in Consumer Solutions in all geographic regions, primarily in downstream silicones, led by consumer and electronics and home and personal care applications.

Local price decreased in both businesses and was broad-based.

In Coatings & Performance Monomers, local price decreased in all geographic regions except Asia Pacific, and in Consumer Solutions local price decreased in all geographic regions.

Currency was flat in Coatings & Performance Monomers and had an unfavorable impact on sales in Consumer Solutions, driven by Asia Pacific.

Operating EBIT was $318 million in 2024, up $99 million from Operating EBIT of $219 million in 2023.

Operating EBIT increased primarily due to improved demand and higher operating rates, which were partially offset by lower selling prices and higher raw material costs.

Performance Materials & Coatings net sales were $8,134 million in 2025, down 5 percent from net sales of $8,574 million in 2024, with local price down 3 percent, volume down 2 percent, and currency flat.

Coatings & Performance Monomers local price decreased across all geographic regions, primarily in acrylic monomers and architectural coatings, due to lower raw material costs and competitive pricing pressures.

Local price decreased in Consumer Solutions in all geographic regions and was broad-based across end-markets.

Volume decreased in Coatings & Performance Monomers in all geographic regions, driven by lower demand for coatings applications and competitive dynamics in EMEAI limiting opportunistic acrylic monomers sales.

Volume decreased in Consumer Solutions, in all geographic regions except Asia Pacific, driven by lower upstream siloxanes volumes and lower demand in building and construction end-markets, partially offset by increased demand in consumer and electronics applications.

Operating EBIT was $306 million in 2025, down $12 million from Operating EBIT of $318 million in 2024.

Operating EBIT decreased primarily due to margin compression, lower volumes and the impact of lower operating rates, partially offset by the impact of the Company's cost reduction initiatives and reduced intangible asset amortization expenses in Consumer Solutions.

In millions 2025 2024

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2025 Versus 2024

Net sales for Corporate, which primarily relate to the Company's insurance operations, were $745 million in 2024, up from net sales of $438 million in 2023, largely driven by premiums received for insurance policies covering third parties.

Net sales for Corporate, which primarily relate to the Company's insurance operations, were $701 million in 2025, down from net sales of $745 million in 2024, largely driven by reduced premiums received for insurance policies covering third parties.

Operating EBIT was a loss of $150 million in 2025, compared with a loss of $228 million in 2024.

Operating EBIT improved primarily due to lower environmental costs and increased income from insurance operations.

Operating EBIT improved primarily due to lower environmental costs.

Operating Segments & End-Market Expectations

The Company remains confident that it will benefit from the completion of its near-term incremental growth projects and an enhanced focus on operational discipline in 2025.

In addition, the Company is optimistic that it will see further demand growth in attractive end-markets such as packaging, energy and electronics.

Dow's differentiated portfolio and strong balance sheet enables it to deliver on all of its capital allocation priorities, including an industry-leading dividend.

Until there are more definitive indications of a true recovery taking hold, and in order to deliver improved margins, the Company is taking actions to reduce its costs by approximately $1 billion and capital expenditures plan by $300 million to $500 million.

Dow will complete these actions while staying the course on its long-term strategic priorities.

The Company's proactive interventions are necessary for it to continue to successfully navigate this economic downcycle.

In Packaging & Specialty Plastics, supply improvements driven by new polyethylene capacity coming online during 2025, combined with improved reliability, will allow the Company to continue to drive volume growth and improve margins.

Local prices are expected to be impacted by market supply and demand dynamics as well as volatility in feedstocks due to sensitivity to external economic and geopolitical factors.

The Company’s feedstock flexibility and advantaged regional footprint will continue to position the segment well to navigate market dynamics throughout the year.

In-region presence and superior derivative flexibility will allow the segment to continue to optimize price and volume mix.

In Industrial Intermediates & Infrastructure, improved demand is expected based on improving fiscal conditions resulting from interest rate cuts across several regions.

The Company will benefit from the full-year impact of resumed production at the Louisiana Operations Glycol-2 unit in Plaquemine, Louisiana, which successfully restarted in June 2024.

Recent and in-flight growth investments in specialty amines and alkoxylation capacity are expected to support long-term, above GDP volume growth in key markets including energy transition, pharmaceuticals and consumer health, and sustainable surfactants.

Team Dow remains focused on delivering near-term cost savings, navigating an unprecedented industry downturn and its long-standing cultural values of safety and reliability.

At the same time, by reducing complexity, adopting the best available technologies and streamlining end-to-end processes, Transform to Outperform is expected to provide step-change productivity gains while enabling consistent growth.

The Company will make breakthrough improvements to fundamentally simplify Dow’s operating model, which will position the Company to work more efficiently, better serve customers and deliver improved shareholder returns.

In Packaging & Specialty Plastics, continued volume growth is expected driven by an increase in global polyethylene demand as well as the full year benefit of the Company's new polyethylene train located in the U.S.

Gulf Coast that came online in the second half of 2025.

Local prices will be impacted by market supply and demand dynamics as well as competitor capacity rationalizations.

The Company’s feedstock flexibility, low cost, and advantaged integrated regional footprint will continue to position the segment to navigate market dynamics throughout the year.

In Industrial Intermediates & Infrastructure, improved volume growth is expected based on the full year impact of the recent growth investment in alkoxylation capacity as well as underlying growth in key end-markets which will more than offset the loss of volume from the shutdown of a propylene oxide and propylene glycol plant in Freeport, Texas.

The upgraded capacity supports increasing demand across a wide range of fast-growing end-markets including home and personal care, energy, and pharmaceuticals.

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

Local prices are expected to remain similar to 2025 levels.

In Performance Materials & Coatings, the Company will continue to prioritize key end-markets in performance silicones in which its innovation and footprint can drive value and volume growth above GDP.

Pricing for specialty products is expected to remain relatively stable, with anticipated modest but steady economic expansion.

Volume growth is expected in feedstocks and intermediates on improved regional supply and demand dynamics, and while competitive pressures in the market impacting local price persist, lower interest rates are expected to drive improved demand and local price.

Market conditions impacting sales of coatings are expected to improve compared with recent years based on lower interest rates and an increase in residential spending.

While demand in consumer and electronics is expected to benefit from continued investments in artificial intelligence, data centers, and advanced devices, other sectors face a more challenging environment.

Pricing for specialty products is expected to remain relatively stable due to anticipated modest and uneven economic expansion as consumer sentiment remains subdued.

Dow will complete the shutdown of a basics siloxanes plant in Barry, United Kingdom, by mid-year 2026 to rationalize its global footprint.

Market conditions impacting sales of coatings are expected to improve compared with recent years due to global central bank rate cut activity across the second half of 2025.

Other factors impacting operating segment profitability include an expected increase in planned maintenance turnaround spending of approximately $200 million compared with 2025.

Projected Sources and Uses of Cash

Items that may impact the consolidated statements of cash flows in 2026 include:

• Capital expenditures are expected to be approximately $3 billion to $3.2 billion.

• Cash inflows related to the Company's sale of a 40 percent ownership stake in its Dow InfraCo, LLC subsidiary are expected to be approximately $2.4 billion.

• Cash dividends from equity companies are expected to be approximately $300 million.

• Capital expenditures are expected to be approximately $2.5 billion.

• Cash contributions to pension plans are expected to be approximately $180 million.

• Cash outflows related to the Company's 2023 Restructuring Program, including restructuring implementation costs, are expected to be approximately $100 million.

• Cash outflows related to the Company's targeted actions to further achieve its cost reduction initiatives, including implementation costs, are expected to be $100 million to $150 million.

• Cash outflows related to the Company's 2025 Restructuring Program are expected to be approximately $260 million.

• Cash inflows related to the judgment with Nova Chemicals Corporation are expected to be approximately $1.3 billion.

• Cash outflows for dividends paid to noncontrolling interests are expected to be approximately $250 million.

• Cash outflows associated with Transform to Outperform are expected to be approximately $0.8 billion to $1.0 billion.

LIQUIDITY AND CAPITAL RESOURCES

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For comparison of cash flows for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.

The Company’s cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the following table:

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Cash Flows from Operating Activities

Cash provided by operating activities from continuing operations in 2025 was primarily driven by the Company's cash earnings, advance payments received from customers related to long-term supply contracts and dividends from equity method investments, which were partially offset by cash used for working capital, performance-based compensation, pension contributions and severance payments related to the 2025 Restructuring Program.

Cash provided by operating activities from continuing operations in 2024 was primarily driven by the Company's cash earnings and dividends from equity method investments, which were partially offset by cash used for working capital, performance-based compensation payments, pension contributions and severance payments related to the 2023 Restructuring Program.

Cash provided by operating activities from continuing operations in 2023 was primarily driven by the Company's cash earnings, dividends from equity method investments and cash provided by working capital, which were partially offset by performance-based compensation payments, severance payments related to the 2023 Restructuring Program and pension contributions.

Net Working Capital and Current Ratio at Dec 31 Dow Inc.

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Days payables outstanding 59 60

Cash provided by operating activities from discontinued operations reflected cash payments and receipts for certain agreements and matters related to the Company's separation from DowDuPont Inc.

Cash provided by (used for) operating activities from discontinued operations reflected cash payments and receipts for certain agreements and matters related to the Company's separation from DowDuPont Inc.

Cash Flows from Investing Activities

Cash used for investing activities in 2025 and 2024 was primarily for capital expenditures and purchases of investments, which were partially offset by proceeds from sales and maturities of investments.

In addition, 2024 included a cash inflow for the sale of the flexible packaging laminating adhesives business and a cash outflow for the acquisition of Circulus Holdings, LLC, a U.S.

In addition, 2025 included a cash inflow related to proceeds from incentives related to capital expenditures, the sale of the soil fumigation product line and certain related assets and the divestiture of the Company's ownership interest in DowAksa.

Cash used for investing activities in 2024 also included a cash inflow for the sale of the flexible packaging laminating adhesives business and a cash outflow for the acquisition of Circulus Holdings, LLC, a U.S.

mechanical recycling company.

The Company's capital expenditures were $2,479 million in 2025 and $2,940 million in 2024.

Capital spending was higher in 2024 as the Company continued the ramp up of investments in its higher return, lower risk and quicker payback incremental growth projects, and also included ramp up of the construction of the Fort Saskatchewan Path2Zero project aligned to the Company's Decarbonize & Grow strategy.

The Company expects capital spending in 2025 to be approximately $3 billion to $3.2 billion, which includes construction of the Fort Saskatchewan Path2Zero project.

Capital spending was lower in 2025 as the Company reduced its full year capital spending plan to approximately $2.5 billion.

The primary driver for the decrease was the Company’s decision to delay construction of the Fort Saskatchewan Path2Zero project.

The Company now expects to start up the first and second phases of the project by the end of 2029 and 2030, respectively.

The Company expects capital spending for this key growth project to average approximately $1.5 billion annually through 2030.

Enterprise-wide capital spending is expected to exceed depreciation and amortization through 2027, during the first phase of the project, and average depreciation and amortization over the economic cycle.

As evidenced across prior economic cycles, the Company will adjust its spending as economic conditions evolve.

Capital spending in recent years has included the addition of an integrated methylene diphenyl diisocyanate distillation and prepolymers facility in Freeport, Texas, which was completed in 2023;

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

Gulf Coast, which is expected to be completed in 2025;

In total, the Company expects capital spending in 2026 to be approximately $2.5 billion, including capital spending related to the construction of the Fort Saskatchewan Path2Zero project.

As evidenced across the current and prior economic cycles, the Company will adjust its spending as economic conditions evolve.

Capital spending in recent years has included the construction of a world-scale polyethylene unit on the U.S.

Gulf Coast, which was completed in 2025;

a new reactor to expand alkoxylation capacity in Europe, mechanically completed in 2025 and expected to begin product qualification and ramp-up activities in early 2026;

and 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.

Cash Flows from Financing Activities

Cash used for financing activities in 2024 for Dow Inc.

was primarily related to dividends paid to stockholders, purchases of treasury stock and payments on long-term debt, which were partially offset by proceeds from the issuance of long-term debt.

Cash provided by financing activities in 2025 for Dow Inc.

was primarily related to proceeds from the sale of a minority stake in Diamond Infrastructure Solutions and proceeds from the issuance of long-term debt, which were partially offset by dividends paid to stockholders and payments on long-term debt.

TDCC included cash outflows for dividends paid to Dow Inc.

Cash used for financing activities in 2023 was primarily for debt related activities.

In addition, Dow Inc.

included cash outflows for dividends paid to stockholders and purchases of treasury stock.

Cash used for financing activities in 2024 was primarily related to dividends paid to stockholders, purchases of treasury stock and payments on long-term debt, which were partially offset by proceeds from the issuance of long-term debt.

TDCC included cash outflows for dividends paid to Dow Inc.

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Operating EBITDA

Dow defines Operating EBITDA as earnings (i.e., "Income before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.

Dow defines Operating EBITDA as earnings (i.e., "Income (loss) before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.

Cash Flow Conversion (Cash Flow From Operations to Operating EBITDA)

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In millions 2025 2024

Net income (GAAP) $ 1,201 $ 660

Net income (loss) (GAAP) $ (2,444) $ 1,201

+ Provision (credit) for income taxes (67) 399

Income before income taxes $ 1,600 $ 656

Income (loss) before income taxes $ (2,511) $ 1,600

- Interest income 152 200

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Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP) 32.6 % 53.0 %

The year ended December 31, 2025, includes severance and related benefit costs, costs associated with exit and disposal activities and impairment charges related to the 2025 Restructuring Program;

an impairment charge related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit, non-cash settlement charges related to the termination of certain Company pension plans in the United States and the United Kingdom, an impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America, charges related to an arbitration agreement for historical product claims from a divested business, charges associated with agreements entered into with DuPont de Nemours, Inc.

and Corteva, Inc.

as part of the separation and distribution, a loss on early extinguishment of debt, the settlement of a claim related to water storage groundwater contamination matters, implementation costs associated with the Company's 2025 Restructuring Program and the sale of membership interests of Diamond Infrastructure Solutions and restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program;

partially offset by a gain on the sale of the soil fumigation product line and divestiture of ownership interest in DowAksa and a gain associated with the reassessment of liabilities for certain accrued Groundwater Matters.

The year ended December 31, 2024, includes restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program, gains associated with a previously impaired equity investment, impairment charges related to the write-down of certain manufacturing assets, a charge related to an arbitration settlement agreement for historical product claims from a divested business and activity related to the separation from DowDuPont.

The year ended December 31, 2023, includes restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program, certain gains and losses associated with previously impaired equity investments, a loss associated with legacy agricultural products groundwater contamination matters, a gain associated with a legal matter with Nova Chemicals Corporation, foreign currency losses and inventory valuation impacts related to the devaluation of the Argentine peso, non-cash settlement charges related to the purchase of nonparticipating group annuity contracts for certain Company pension plans in the United States and Canada and activity related to the separation from DowDuPont.

See Note 25 to the Consolidated Financial Statements for additional information.

Cash flow from operations to net income is not applicable for the year ended December 31, 2025 due to a net loss for the period.

Liquidity & Financial Flexibility

The Company’s primary source of incremental liquidity is cash flows from operating activities.

The generation of cash from operations and the Company's ability to access capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders, share repurchases and other needs.

The generation of cash from operations over the economic cycle and the Company's ability to access capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders, restructuring payments, share repurchases and other needs.

In addition to cash from operating activities, the Company’s current liquidity sources also include TDCC's U.S.

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The Company continues to maintain a strong financial position with all of its committed credit facilities undrawn and fully available at December 31, 2025.

Cash and committed and available forms of liquidity were $12.0 billion at December 31, 2024, a decrease of $800 million from December 31, 2023.

Cash and committed and available forms of liquidity were $13.6 billion at December 31, 2025, an increase of $1.6 billion from December 31, 2024.

The Company also has no substantive long-term debt maturities due until 2029.

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Amounts outstanding under TDCC's commercial paper programs during the period may be greater or less than the amount reported at the end of the period.

Subsequent to December 31, 2024, TDCC issued commercial paper and had approximately $2.1 billion of commercial paper outstanding at February 4, 2025.

Subsequent to December 31, 2025, TDCC issued commercial paper with none outstanding at February 3, 2026.

Committed Credit Facilities

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Accounts Receivable Securitization Facilities

In addition to the above credit facilities, the Company maintains a committed accounts receivable facility in the United States where eligible trade accounts receivable, up to $900 million, may be sold at any point in time.

The Company also maintains a committed accounts receivable facility in Europe where eligible trade accounts receivable, up to €500 million, may be sold at any point in time.

This facility expires in March 2026, with renegotiations expected to be completed prior to the expiration.

In 2025, there were $106 million in sales of receivables under the U.S.

and Europe committed accounts receivable facilities ($290 million in sales of receivables in 2024).

At December 31, 2024, no material balances of sold receivables remained outstanding ($5 million remained outstanding at December 31, 2023).

In addition, the Company has an uncommitted accounts receivable facility in the United States providing additional liquidity.

At December 31, 2025 and 2024, no material balances of sold receivables remained outstanding.

In addition, the Company has an uncommitted accounts receivable facility in the United States providing additional liquidity, set to expire in November 2028.

In 2025, sales of receivables under this facility were $147 million ($378 million in sales of receivables in 2024).

At December 31, 2024, no material balances of sold receivables remained outstanding ($73 million remained outstanding at December 31, 2023).

At December 31, 2025 and 2024, no material balances of sold receivables remained outstanding.

See Note 13 to the Consolidated Financial Statements for additional information .

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In 2025, sales of receivables under these facilities were $285 million ($865 million in sales of receivables in 2024).

At December 31, 2024, approximately $287 million of sold receivables were outstanding ($91 million remained outstanding at December 31, 2023).

At December 31, 2025, no material balances of sold receivables remained outstanding ($287 million remained outstanding at December 31, 2024).

See Note 13 to the Consolidated Financial Statements for additional information .

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The Company has the ability to monetize its investment in its COLI policies as an additional source of liquidity.

The Company had no outstanding monetization of its existing COLI policies' surrender value at December 31, 2024 ($97 million at December 31, 2023).

At December 31, 2025, the Company had monetized $197 million of its existing COLI polices' surrender value (zero at December 31, 2024).

See Note 6 to the Consolidated Financial Statements for additional information.

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Also, in 2025, TDCC filed a prospectus supplement under this shelf registration to register an undetermined amount of securities for issuance under a medium-term notes program.

In 2024, TDCC filed a prospectus supplement under this shelf registration to register $1.25 billion of securities for issuance in connection with its Green Finance Framework.

The shelf registration expires on June 13, 2025.

The Company expects to renew the shelf registration.

As the Company continues to maintain its strong balance sheet and financial flexibility, management is focused on net debt (a non-GAAP financial measure), as the Company believes this is the best representation of its financial leverage at this point in time.

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Included in "Other current assets" in the consolidated balance sheets.

In the first quarter of 2024, the Company issued $1.25 billion of senior unsecured notes.

In the first quarter of 2025, the Company completed debt neutral liability management activities.

The Company issued $1 billion of senior unsecured notes.

This offering included $400 million aggregate principal amount of 5.35 percent notes due 2035 and $600 million aggregate principal amount of 5.95 percent notes due 2055.

The issuance was completed in connection with the Company's Green Finance Framework.

The Company distributed the proceeds toward projects that support the execution of its sustainability strategy and achieve its targets focused on climate protection and a circular economy, including applicable expenditures and investments related to the Company's Fort Saskatchewan Path2Zero project.

In the second quarter of 2024, the Company redeemed $10 million aggregate principal amount of 2.100 percent notes due November 2030, $30 million aggregate principal amount of 4.250 percent notes due October 2034, $8 million aggregate principal amount of 5.250 percent notes due November 2041 and $12 million aggregate principal amount of 4.375 percent notes due November 2042.

As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.

The Company used the proceeds to complete cash tender offers for certain debt securities.

In total, $943 million aggregate principal amount was tendered and retired.

As a result, the Company recognized a pretax loss of $60 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate.

In the third quarter of 2025, the Company issued $1.4 billion of senior unsecured notes.

This offering included $750 million aggregate principal amount of 4.80 percent notes due 2031 and $650 million aggregate principal amount of 5.65 percent notes due 2036.

Additionally, the Company redeemed $55 million aggregate principal amount of 9.40 percent notes due 2039.

As a result of the redemption, the Company recognized a pretax loss of $18 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate.

In 2025, the Company issued an aggregate principal amount of $378 million of InterNotes ® .

The Company also issued $122 million of foreign currency loans.

Additionally, the Company repaid $334 million of long-term debt at maturity.

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TDCC’s public debt instruments and primary, private credit agreements contain, among other provisions, certain customary restrictive covenant and default provisions.

TDCC’s most significant debt covenant with regard to its financial position is the obligation to maintain the ratio of its consolidated indebtedness to consolidated capitalization at no greater than 0.70 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") equals or exceeds

$500 million.

The ratio of TDCC’s consolidated indebtedness as defined in the Revolving Credit Agreement was 0.48 to 1.00 at December 31, 2025.

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Moody’s Ratings Baa2 P-2 Negative

Standard & Poor’s BBB A-2 Stable

Fitch Ratings affirmed TDCC's BBB+ and F1 rating and its outlook of stable on July 1, 2024.

Standard & Poor's affirmed TDCC's BBB and A-2 rating and its outlook of stable on July 1, 2024 and December 9, 2024.

Moody's Ratings affirmed TDCC's Baa1 and P-2 rating and its outlook of stable on August 6, 2024, and re-affirmed TDCC's Baa1 and P-2 rating and revised its outlook to negative from stable on October 28, 2024.

These credit agencies' decisions were made as part of their annual review process and reflect the Company's supportive financial policies, scale, liquidity and cost-advantaged footprint.

Standard & Poor’s BBB A-2 Negative

On February 21, 2025, Standard & Poor's affirmed TDCC's BBB and A-2 rating, and revised its outlook to negative from stable.

Standard & Poor's decision was made as part of their annual review process and reflects the Company's supportive financial policies, scale, liquidity and cost-advantaged footprint.

On July 7, 2025, Moody's Ratings announced a long-term credit rating change for TDCC from Baa1 to Baa2 and affirmed TDCC's P-2 rating and its outlook of negative.

On July 31, 2025, Fitch Ratings announced a long-term credit rating change for TDCC from BBB+ to BBB and a short-term credit rating change from F1 to F2, with its outlook remaining stable.

The credit rating agencies' decisions were made to reflect the impact of current market conditions on the Company's operating results and cash flow, including the impact of global trade policy uncertainty and capacity additions in the industry, while recognizing the Company's strong asset base, strategic cost actions and long-term commitment to maintaining investment-grade quality.

has paid dividends on a quarterly basis and expects to continue to do so, subject to approval by the Board.

The dividends declared by the Board align to the Company's strategy announced in 2018 of returning approximately 45 percent of Operating Net Income to shareholders through dividends and total shareholder remuneration of approximately 65 percent, when including share repurchases, over the economic cycle.

The Company defines Operating Net Income, a non-GAAP measure, as "Net income available for Dow Inc.

common stockholders," excluding the impact of significant items.

On July 24, 2025, the Company announced a 50 percent reduction to its quarterly dividend.

The following tables provide information on dividends declared and paid to common stockholders:

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April 10, 2025 May 30, 2025 June 13, 2025 $ 0.70

August 14, 2024 August 30, 2024 September 13, 2024 $ 0.70

July 24, 2025 August 29, 2025 September 12, 2025 $ 0.35

October 9, 2025 November 28, 2025 December 12, 2025 $ 0.35

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to settle the intercompany loans.

For the year ended December 31, 2024, TDCC declared $2,578 million of dividends to Dow Inc.

and paid $2,485 million of dividends to Dow, Inc.

($2,510 million for the year ended December 31, 2023).

For the year ended December 31, 2025, TDCC declared $1,491 million of dividends and paid $1,503 million of dividends to Dow, Inc.

($2,578 million of dividends declared and $2,485 million of dividends paid to Dow, Inc.

for the year ended December 31, 2024).

At December 31, 2025, TDCC's intercompany loan balance with Dow Inc.

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On April 13, 2022, the Board approved a share repurchase program authorizing up to $3 billion for the repurchase of the Company's common stock, with no expiration date.

The Company repurchased $494 million of its common stock in 2024.

The Company did not repurchase any of its common stock in 2025.

At December 31, 2025, approximately $931 million of the share repurchase program authorization remained available for repurchases.

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In 2025 and 2024, the Company contributed $209 million and $121 million to its pension plans, respectively, including contributions to fund benefit payments for its unfunded pension plans.

Additionally, in the second quarter of 2024, the Company received a pension plan reversion of approximately $70 million (approximately $90 million in the second quarter of 2023) for a portion of the excess funding of one of its plans in Europe, included in "Other assets and liabilities, net" in the consolidated statements of cash flows.

The Company expects to contribute approximately $175 million to its pension plans in 2025, inclusive of a plan contribution previously expected to be made in 2024, now expected to be contributed in 2025.

As announced in 2021, all U.S.

pension plans were frozen for substantially all employees who participated in the U.S.

defined benefit pension programs ef fective December 31, 2023.

In the fourth quarter of 2023, the Company spun off a portion of each of the Company’s existing tax-qualified U.S defined benefit pension plans into new tax-qualified pension plans, which include the tax-qualified benefit obligations for substantially all employees hired after January 1, 2008.

These employees earned benefits based on a set percentage of annual pay, plus interest, and the spin of these plans provides the Company the ability to separately manage the assets and obligations of these plans with like benefits.

In the second quarter of 2024, as part of its ongoing pension de-risking initiatives, the Company initiated the termination of the new tax-qualified pension plans.

As part of the plan termination process, the Company will offer participants of these plans annuity or lump sum distribution options.

Final asset distributions are expected to be paid from plan assets in the fourth quarter of 2025.

The Company anticipates that these asset distributions will result in pension settlement charges, with the amounts dependent on various factors, including interest rates, plan asset returns, annuity pricing and participant distribution elections.

See Note 19 to the Consolidated Financial Statements for additional information related to the Company’s pension plans.

Additionally, in the second quarter of 2024, the Company received a pension plan reversion of approximately $70 million for a portion of the excess funding of one of its plans in Europe, included in "Other assets and liabilities, net" in the consolidated statements of cash flows.

The Company expects to contribute approximately $180 million to its pension plans in 2026.

In the fourth quarter of 2025, as part of its ongoing pension derisking initiatives, the Company terminated certain U.S.

tax-qualified pension plans, which included the tax-qualified benefit obligations for substantially all employees hired after January 1, 2008.

These employees earned benefits based on a set percentage of annual pay, plus interest.

As part of the plan termination process, participants were provided with various benefit payment or distribution options.

The Company also terminated a certain European pension plan, with the plan purchasing nonparticipating annuity contracts for the benefit of plan participants.

These transactions were funded with existing plan assets and did not require any cash funding from the Company.

These actions resulted in non-cash settlement

charges of $323 million, primarily related to the accelerated recognition of the accumulated actuarial losses of the plans.

Additional actions by the Company resulted in total noncash settlement charges across all plans of $342 million for the year ended December 31, 2025.

See Note 19 to the Consolidated Financial Statements for additional information related to the Company’s pension plans, including pension plan terminations.

Restructuring

The actions related to the 2023 Restructuring Program are expected to result in additional cash expenditures of $60 million, primarily through the first quarter of 2025 and consist primarily of severance and related benefit costs.

Restructuring implementation and efficiency costs, primarily decommissioning and demolition activities related to asset actions, and costs associated with the Company's productivity and efficiency actions, are expected to result in additional cash expenditures of approximately $40 million, primarily through the first quarter of 2025.

Restructuring implementation and efficiency costs totaled $230 million for the year ended December 31, 2024 ($243 million for the year ended December 31, 2023).

The 2025 Restructuring Program is expected to result in additional cash expenditures of approximately $625 million primarily over the next four years and consist primarily of severance and related benefit costs, implementation costs related to decommissioning and demolition and additional costs associated with exit and disposal activities.

Restructuring implementation costs totaled $53 million for the year ended December 31, 2025.

Restructuring implementation and efficiency costs related to the 2023 Restructuring Program were $50 million for the year ended December 31, 2025 ($230 million for the year ended December 31, 2024).

The Company expects to incur additional costs in the future related to its restructuring activities, which will be recognized as incurred.

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Excludes unamortized debt discount and issuance costs of $226 million.

Includes finance lease obligations of $939 million.

Includes finance lease obligations of $1,126 million and net fair value hedge adjustment gains of $27 million.

Cash requirements for interest on long-term debt was calculated using current interest rates at December 31, 2025, and includes $130 million of various floating rate notes.

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Includes a $1.3 billion purchase commitment for the use of a water supply reservoir asset expected to commence in 2028, as discussed in Note 15 to the Consolidated Financial Statements, and outstanding purchase orders and other commitments greater than $1 million obtained through a survey conducted within the Company.

The increase from December 31, 2024 was primarily due to supply agreements related to the Company's Fort Saskatchewan Path2Zero project and contract term extensions.

Includes liabilities related to asbestos litigation, environmental remediation, legal matters and other noncurrent liabilities.

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includes liabilities related to noncurrent obligations with DuPont and Corteva.

The table excludes uncertain tax positions due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities and deferred tax liabilities as it is impractical to determine whether there will be a cash impact related to these liabilities.

The table excludes uncertain tax positions due to uncertainties in the timing of the effective settlement of tax positions with the respective taxing authorities.

The table also excludes deferred revenue as it does not represent future cash requirements arising from contractual payment obligations.

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pension plans represent 73 percent of the Company’s pension plan assets and 72 percent of the pension obligations.

pension plans were frozen effective December 31, 2023, and therefore, participants do not accrue additional benefits for future service and compensation.

pension plans are frozen and, therefore, participants do not accrue additional benefits for future service and compensation.

The Company uses the spot rate approach to determine the discount rate utilized to measure the service cost and interest cost components of net periodic pension and other postretirement benefit costs for the United States and other selected countries, as applicable.

Under the spot rate approach, the Company calculates service cost and interest cost by applying individual spot rates from the Willis Towers Watson RATE:Link yield curve (based on high-quality corporate bond yields) for each selected country to the separate expected cash flow components of service cost and interest cost;

cost and interest cost;

service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.

The following information relates to the U.S.

The following information relates primarily to the U.S.

a similar approach is used for the Company’s non-U.S.

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RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date.

The weighted average discount rate utilized to measure pension obligations increased to 5.74 percent at December 31, 2024, from 5.30 percent at December 31, 2023.

The weighted average discount rate utilized to measure pension obligations decreased to 5.48 percent at December 31, 2025, from 5.74 percent at December 31, 2024.

At December 31, 2025, the net underfunded status of the U.S.

tax-qualified plans on a projected benefit obligation basis was $1,301 million.

The net underfunded amount increased $168 million compared with December 31, 2023.

The increase in the net underfunded amount in 2024 was primarily due to the unfavorable returns on plan assets partially offset by the market-related impact of higher discount rates.

The net underfunded amount decreased $59 million compared with December 31, 2024.

The Company uses a generational mortality table to determine the duration of its pension and other postretirement obligations.

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At December 31, 2025, net losses of $1,757 million remain to be recognized in the calculation of the market-related value of plan assets.

losses will result in increases in future pension expense as they are recognized in the market-related value of assets.

The net decrease in the market-related value of assets due to the recognition of prior losses is presented in the following table:

Net Decrease in Market-Related Asset Value Due to Recognition of Prior Losses

These net losses will result in increases in future pension expense or reduced credits as they are recognized in the market-related value of assets.

The net decrease in the market-related value of assets due to the recognition of prior losses (gains) is presented in the following table:

Net Decrease in Market-Related Asset Value Due to Recognition of Prior Losses (Gains)

Total $ 1,757

Excluding the impact of the Company's 2024 one-time pension events, the Company expects net periodic benefit cost ("NPBC") credit to decrease in 2025 by approximately $88 million compared with 2024.

The reduction in the NPBC credit is due to a smaller expected increase in assets and increased amortization, partially offset by reduced interest and service cost.

Excluding the impact of the Company's 2025 derisking activities and other one-time events, the Company expects net periodic benefit cost ("NPBC") credit to decrease in 2026 by approximately $66 million compared with 2025.

The reduction in the NPBC credit is primarily due to the recognition of prior losses under the market-related valuation of plan assets methodology described above.

A 25 basis point increase or decrease in the long-term return on assets assumption would change the Company’s NPBC credit for 2026 by $46 million.

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Goodwill is evaluated for impairment using qualitative and/or quantitative testing procedures.

At December 31, 2024, goodwill was carried by five out of six of the Company's reporting units.

At December 31, 2025, goodwill was carried by four out of six of the Company's reporting units.

The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

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projected revenue growth rates or compounded annual growth rates, discount rates, tax rates, terminal values, currency exchange rates, and forecasted long-term hydrocarbon and energy prices, by geographic region and by year, which include the Company's key feedstocks as well as natural gas and crude oil (due to its correlation to naphtha).

Currency exchange rates and long-term hydrocarbon and energy prices are established for the Company as a whole and applied consistently to all reporting units, while revenue growth rates, discount rates and tax rates are established by reporting unit to account for differences in business fundamentals and industry risk.

Currency exchange rates and long-term

hydrocarbon and energy prices are established for the Company as a whole and applied consistently to all reporting units, while revenue growth rates, discount rates and tax rates are established by reporting unit to account for differences in business fundamentals and industry risk.

These key assumptions drive projected EBIT/EBITDA and EBIT/EBITDA margins, which are key elements of management’s internal control over the reporting unit valuation analysis.

2025 Goodwill Impairment Testing

In 2024, there were no events or changes in circumstances that warranted interim goodwill impairment testing.

In the fourth quarter of 2024, qualitative testing was performed for all reporting units carrying goodwill.

In the second quarter of 2025, the Board approved actions to shut down certain upstream manufacturing assets.

As a result of the announced actions, the Company identified potential indicators of goodwill impairment and evaluated whether the fair value of any reporting unit may be less than its carrying amount.

The Company identified one reporting unit for which a quantitative interim goodwill impairment test was required.

The results of the quantitative impairment test concluded that no goodwill impairment existed, as the fair value exceeded the carrying value of the reporting unit.

In the third quarter of 2025, as a result of continued macroeconomic challenges, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount.

The Company identified one reporting unit for which a quantitative interim goodwill impairment test was required.

The results of the quantitative impairment test concluded that no goodwill impairment existed, as the fair value exceeded the carrying value of the reporting unit.

In the fourth quarter of 2025, qualitative testing was performed for all reporting units carrying goodwill as part of the Company's annual goodwill impairment testing.

Based on the results of the qualitative testing, quantitative testing was performed on one reporting unit.

For the qualitative assessments, management considered factors at both the Company level and the reporting unit level.

Based on the qualitative assessments for the reporting units, management concluded it is more likely than not that the carrying value of the reporting unit is less than the fair value of the reporting unit.

For the quantitative testing, the fair value exceeded the carrying value of the reporting unit.

For the reporting units where only qualitative testing was performed, management concluded it is more likely than not that the carrying value of the reporting unit is less than the fair value of the reporting unit.

Upon completion of the quantitative testing in the fourth quarter of 2025, the Company determined the Polyurethanes & Construction Chemicals reporting unit was impaired.

During 2025, the reporting unit did not consistently meet expected financial performance targets, primarily due to significant over supply in the industry, which led to volume reductions and compressed margins for products across the portfolio due to changes in customer buying patterns and supply and demand balances.

As a result of these trends and third-party market data, which now project sustained pressure on pricing and volume, and a more moderate growth outlook, the reporting unit reduced its future revenue and profitability projections.

The fair value of the reporting unit was estimated using a discounted cash flow model that incorporated current market conditions and reflected reductions in projected revenue growth rates due to lower sales volume and price assumptions.

Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

These discounted cash flows did not support the carrying value of the reporting unit.

As a result, the Company recorded a goodwill impairment charge of $690 million in the fourth quarter of 2025.

The Polyurethanes & Construction Chemicals reporting unit did not carry a goodwill balance at December 31, 2025.

Environmental Matters

Environmental Policies

Dow is committed to world-class environmental, health and safety (“EH&S”) performance, as demonstrated by industry-leading results, a long-standing commitment to the American Chemistry Council's Responsible Care ® program, a strong commitment to achieve the Company's 2025 Sustainability Goals and Dow's drive to deliver against its targets around a circular economy and climate protection.

These goals and targets set the standard for sustainability in the chemical industry, focusing on improvements in the Company’s local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Company's environmental impact.

To meet the Company’s public commitments, as well as the stringent laws and government regulations related to environmental protection and remediation to which its global operations are subject, the Company has well-defined policies, requirements and management systems.

Dow is committed to world-class environmental, health and safety (“EH&S”) performance, as demonstrated by industry-leading results, a long-standing commitment to the American Chemistry Council's Responsible Care ® program, and a strong commitment to deliver against its targets around a circular economy and climate protection.

These targets set the standard for sustainability in the chemical industry, focusing on improvements in the Company’s local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Company's environmental impact.

To continue to meet the Company’s public commitments, as well as the stringent laws and government regulations related to environmental protection and remediation to which its global operations are subject, the Company has well-defined policies, requirements and management systems.

The Company's EH&S Management System (“EMS”) defines the “who, what, when and how” needed for the businesses to implement the Company’s policies and requirements and meet performance objectives, leadership expectations and public commitments.

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The Company believes third-party verification and transparent public reporting are cornerstones of world-class EH&S performance and building public trust.

Numerous Dow sites in EMEAI, Latin America, Asia Pacific and the U.S.

& Canada have received third-party verification of the Company’s compliance with Responsible Care ® and with outside specifications such as ISO-14001.

The Company continues to be a global champion of Responsible Care ® and has worked to broaden the application and impact of Responsible Care ® around the world through engagement with peer companies, suppliers, customers and joint venture partners.

Numerous Dow sites in the U.S.

& Canada, EMEAI, Asia Pacific and Latin America have received third-party verification of the Company’s compliance with Responsible Care ® and with outside specifications such as ISO-14001.

Dow manages environmental data for reporting with a waste, water and emissions inventory system.

All emitting manufacturing sites globally record their emissions and water use in the system.

The data is reviewed at the facility level and then by global coordinators before being aggregated for corporate environmental reporting purposes.

Dow's EH&S policies help to ensure the Company achieves its annual health and safety performance targets and the Company seeks to continuously improve on these targets through process and personal safety project implementations.

Improvement in these areas, as well as environmental compliance, remains a top management priority, as the Company continues to implement its 2025 Sustainability Goals and progressive, multi-decade sustainability targets that include advancing a circular economy and climate protection.

All emitting manufacturing sites globally record their emissions and water use in the system annually.

The data sets are reviewed at the facility level and then by global coordinators before being aggregated for corporate environmental reporting purposes.

Dow's EH&S policies help to ensure the Company achieves its annual health and safety performance targets and the Company seeks to continuously improve performance through process and personal safety project implementations.

Improvement in these areas, as well as environmental compliance, remains a top management priority, as the Company continues to implement its progressive, multi-decade sustainability targets that include advancing a circular economy and climate protection.

Progress is reviewed annually by management and with the Environment, Health, Safety & Technology ("EHS&T") Committee of the Board.

Detailed information on Dow’s performance regarding environmental matters and goals is accessible through the Company's Science & Sustainability webpage at www.dow.com/sustainability .

Detailed information on Dow’s performance regarding environmental matters and goals is accessible through the Company's Purpose in Action webpage at www.corporate.dow.com/en-us/purpose-in-action .

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

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The security plan includes regular vulnerability assessments, security audits, mitigation efforts and physical security upgrades designed to reduce vulnerability.

As discussed in Part I, Item 1C.

Cybersecurity, the Company also maintains a comprehensive cybersecurity and information security framework, which includes and is not limited to risk assessments, mitigation through a threat intelligence-driven approach, application controls, and a defense-in-depth strategy to safeguard critical assets.

This framework leverages International Organization for Standardizations 27001/27002 standards for general information technology controls, International Society of Automation/International Electrotechnical Commission standards for industrial automation, the National Institute of Standards and Technology Cyber Security Framework ("NIST CSF") for measuring overall readiness to respond to cybersecurity threats.

The Company’s security plans are also designed to avert interruptions of normal business operations that could materially and adversely affect the Company’s results of operations, financial condition and cash flows.

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Climate Protection

Evaluation of climate-related risks and opportunities continues to be a catalyst for the development of the Company’s Decarbonize & Grow strategy (Dow’s climate transition plan), its broad water stewardship efforts and its new nature goal.

Evaluation of climate-related risks and opportunities continues to be a catalyst for the development of the Company’s Decarbonize & Grow strategy (Dow’s climate transition plan) and its broad water stewardship and habitat conservation efforts.

Dow's science-based strategy includes a phased approach to decarbonize while meeting the growing demand for Dow's products and contributing to a low-emissions future through continued investment in new products, technologies and processes, and a focus on water resilience in key watersheds and positive impact on biodiversity through habitat conservation.

In 2020, Dow set a target to be carbon neutral by 2050 across Scopes 1, 2 and 3, as defined by the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, plus product benefits.

Dow’s Protect the Climate goals include reducing net annual GHG emissions by 5 million metric tons by 2030 versus its 2020 baseline, representing approximately a 15 percent reduction versus 2020 and a nearly 30 percent reduction since 2005.

In 2021, Dow outlined a path to decarbonize its production processes (Scope 1 and 2 CO 2 e emissions), utilizing a phased approach in which end-of-life capacity is replaced with higher-efficiency, lower GHG emitting assets.

In 2024, Dow continued near-term progression in its Decarbonize & Grow strategy by starting construction of its Fort Saskatchewan Path2Zero project which will be the world’s first net-zero Scope 1 and 2 emissions ethylene complex, when completed, and will decarbonize approximately 20 percent of Dow’s global ethylene production capacity.

Dow also continued to advance a project with X-energy, a nuclear energy innovation company, to commercialize an advanced small modular nuclear reactor that will generate GHG emissions-free process heat and energy at its site in Seadrift, Texas.

In the near term, energy reduction and optimization projects will provide continuous progress toward Dow’s carbon-neutral ambitions.

Dow’s Protect the Climate goals include reducing net annual greenhouse gas ("GHG") emissions by 5 million metric tons by 2030 versus its 2020 baseline, representing approximately a 15 percent reduction versus 2020 and a nearly 30 percent reduction since 2005.

Dow has a multi-generational plan to replace end-of-life emissions-intensive assets with higher-efficiency, lower-emissions assets.

Dow has continued its near-term progression in its Decarbonize & Grow strategy by starting construction of its Fort Saskatchewan Path2Zero project which will be the world’s first net-zero Scope 1 and 2 emissions ethylene complex, when completed, and will decarbonize approximately 20 percent of Dow’s global ethylene production capacity.

While Dow remains committed to this project and the growth upside it will enable, the Company now expects to complete construction of the project with a two-year delay, with the first and second phases expected to start up by the end of 2029 and 2030, respectively.

Dow has also continued to advance a project with X-energy, a nuclear energy innovation company, to commercialize an advanced small modular nuclear reactor that will generate GHG emissions-free process heat and energy at its site in Seadrift, Texas.

Energy reduction and optimization projects will provide continuous progress toward Dow’s carbon-neutral ambitions.

Dow is also committed to advancing water stewardship within the Company's operations and supply chain and with downstream customers and to working collaboratively to enhance water management at the watershed level.

In addition to Dow's target to reduce freshwater intake intensity at six key water-stressed sites by 20 percent from its 2015 baseline by the end of 2025, Dow announced in 2024 a robust new 2050 water resilience strategy as well as a 50,000 acre habitat conservation target to address these key elements of climate adaptation.

In 2024, Dow announced a robust 2050 water resilience strategy as well as a 50,000 acre habitat conservation target to address these key elements of climate adaptation.

Despite these commitments, climate change-related risks and uncertainties, legal or regulatory responses to climate change, and failure to meet climate change commitments could negatively impact Dow’s results of operations, financial condition and/or reputation.

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These pathways represent varying degrees of global atmospheric GHG concentrations (low, medium and high), and thus different expectations on global temperature rise.

Results will be incorporated into Dow’s long-term assessments of its manufacturing sites, which is a key input into Dow’s capital approval process.

Results are incorporated into Dow’s long-term assessments of its manufacturing sites, which are key inputs into Dow’s capital approval process.

Transition Risks

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ERM identifies significant or major risks to the Company and develops action plans to modify or mitigate risks.

To ensure its processes and plans are resilient, Dow uses climate-related scenarios to assess physical and transition risks.

Dow’s periodic climate scenario analysis considers a longer time frame (currently to 2050) for magnitude of impact.

Every few years, Dow also utilizes a robust scenario analysis to assess the long-term materiality and impact of climate-related risks and opportunities.

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Scenarios are used to evaluate both physical and transition risk and are particularly useful in evaluating the potential and impact of emerging risks.

Dow selected several climate scenarios relevant for physical and transition risks, to cover a range of assumptions regarding policy development and to build resiliency for a variety of outcomes in its strategy.

Managing Climate Risks

Management of climate risk is assigned to Dow’s Climate Steering Team (“CST”), which is accountable for developing and implementing plans to mitigate risk and for tracking actions and progress against those plans.

With oversight and accountability by the CST, specific carbon-related risks are managed by Dow’s Climate Program Management Office (“PMO”).

The PMO partners with subject matter experts to develop and implement strategies to mitigate or eliminate climate-related risks.

The team develops specific action plans and ensures owners are assigned to drive forward progress in order to reduce Dow’s risk exposure.

Risk mitigation status updates are provided to executive leaders on a regular basis and discussions include risk time horizons and/or magnitude of impact to confirm that the strategy remains solid.

With oversight and accountability by the CST, specific carbon-related risks are managed by Dow’s Carbon Program Management Office (“PMO”).

Water and nature risks are managed by the Water and Nature PMO, which is also accountable to the CST.

The PMOs partner with subject matter experts to develop and implement strategies to mitigate or eliminate climate-related risks.

The teams develop specific action plans and ensure owners are assigned to drive forward progress to reduce Dow’s risk exposure.

Risk mitigation status updates are provided to executive leaders on a regular basis and discussions include risk time horizons or magnitude of impact to confirm that the strategy remains solid.

Decarbonize & Grow

Dow’s Decarbonize & Grow strategy involves specific actions to mitigate identified climate-related physical and transition risks, while also advancing opportunities in several key areas.

The Company continuously works to decarbonize while driving value growth.

Dow's Decarbonize & Grow strategy spans nearly every aspect of Dow's business with an approach that focuses on five key areas.

These include:

• Optimizing Manufacturing Facilities and Processes for Sustainability:

In addition to implementing near-term growth and efficiency investments, Dow is phasing out inefficient assets, decarbonizing remaining assets and building best-in-class, net-zero assets, as well as investing in innovative technologies such as clean hydrogen, advanced nuclear and carbon capture and storage.

Dow has committed to investing approximately $1 billion in annual capital across the economic cycle to decarbonize assets in a phased approach, while growing capacity.

• Increasing Use of Clean Energy and Steam:

As a major user and producer of energy, Dow is committed to reducing the use of fossil fuels for energy production and increasing consumption of clean energy, including both renewable and net-zero-emissions sources.

• Developing Low-Emissions Products, Technologies and Services:

As a leading materials science company, Dow products are capable of making important contributions to the reduction of GHG emissions, including products that facilitate energy efficiency, lightweighting, fuel transition, circularity, increased operational efficiency and resource reductions.

• Developing Next Generation, Low-Carbon Manufacturing Technologies:

Dow is investing in longer-term, future-focused manufacturing technologies that will be critical in the decarbonization of the Company's manufacturing.

In addition to implementing near-term growth and efficiency investments, Dow is replacing end-of-life assets with low-GHG-emissions technologies, such as hydrogen-ready next-generation capabilities, clean hydrogen use, carbon capture and storage and advanced nuclear.

• Investing in Transformative, Next Generation Manufacturing Technologies:

Dow is investing in next-generation, low-GHG-emissions manufacturing technologies that are critical in the decarbonization of the Company's manufacturing.

As part of these efforts, the Company safely constructed and energized an electric furnace (e-furnace) test unit to validate the concept of converting steam-cracking furnaces from gas-

fired to electric.

This milestone marks a critical juncture on Dow’s journey to decarbonize ethylene production, one of the most carbon-intensive aspects of petrochemical manufacturing.

• Building a Value-Generating Scope 3 Decarbonization Pathway:

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Collaboration with the Company’s partners along the entire value chain is key to lowering Scope 3 carbon emissions.

Water Stewardship

Water is Dow’s largest dependency on nature.

• Developing Low-GHG-Emissions Products and Services:

Through Dow's materials science expertise and collaboration, the Company designs products and services that support its customers in lowering their GHG emissions, including products that facilitate energy efficiency, lightweighting, fuel transition, circularity, increased operational efficiency and resource reductions.

• Increasing Use of Clean Energy and Steam:

As a major user and producer of energy, Dow is committed to integrating clean energy, including both renewables and low-GHG-emissions sources, into its operations.

Water Resilience

Water is Dow’s largest dependency on nature and water stewardship is a critical component of the Company's strategy.

Water-related risk considers water availability (too much, too little), water quality (intake and effluents), access to safe drinking water, health of ecosystems and reputational and regulatory challenges.

Dow’s approach to identifying water-related risks and impacts includes identification of

physical, regulatory and reputational risks.

Dow’s methodology uses scientifically robust external tools such as WRI Aqueduct and the World Wildlife Fund water risk filter tool.

Dow’s approach to identifying water-related risks and impacts includes identification of physical, regulatory and reputational risks.

Dow’s methodology uses scientifically robust external tools such as the World Resources Institute Aqueduct tool and the World Wildlife Fund water risk filter tool.

Dow’s actions are also informed by the Trucost physical risk assessment, wherein water scarcity is recognized and addressed as the biggest climate-related threat to corporate assets with potential substantive financial or strategic impact on business.

Dow’s water risk management approach recognizes that every site and every business is accountable for water and certain watersheds require additional measures to address specific water stress challenges.

Many Dow locations have specific water action plans to address local challenges, and Dow's new water strategy calls for water stewardship plans at its 20 water-dependent sites by 2030 and for all manufacturing sites by 2035.

These action plans include mitigations for local water scarcity or quality issues and consider the needs of other local users for freshwater.

Additionally, in 2015 Dow identified six sites, located in Texas (2);

Bahia Blanca, Argentina;

Terneuzen, The Netherlands;

Böhlen, Germany;

and Tarragona, Spain;

where its operations are located in a water-stressed watershed, have local water quality issues, have competition among local users for water, or have some local knowledge of watershed challenges, and these six sites have since been the focus of Company actions.

In 2024, the Company secured the use of a reservoir asset at one of its main U.S.

Gulf Coast manufacturing sites, with a 35-year contract period that is expected to commence upon completion of construction in 2028.

In 2024, Dow set new water stewardship goals for 2030, 2035, and 2050 as part of its Protect the Climate target.

Recognizing the impact of climate change on water and nature, Dow's Water & Nature strategy aims to make its sites and surrounding ecosystems more resilient to conditions like drought and flooding.

Dow’s water risk management ensures every site and business is accountable for water use, with extra measures for specific water-stressed areas.

As part of Dow's Water & Nature strategy, the Company is focused on 20 priority water basins.

Regular analysis of water stress is essential to monitor its progression and ensure effective management.

In addition to site water stewardship efforts, Dow will work with suppliers to understand and mitigate water and biodiversity impacts and dependencies in its supply chain and will continue to innovate products that enable society to have reduced impacts on water bodies and other ecosystems.

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Advancing a Circular Economy

Since Dow is only one part of the materials ecosystem, Dow advocates for the adoption of policies to accelerate the broader pathway to circularity.

Circularity-enabling policies such as recycling mandates;

As one important part of the materials ecosystem, Dow advocates for the adoption of policies to accelerate the broader pathway to circularity.

Circularity-enabling policies such as national targets for recyclability;

recycling mandates;

mandates for recycled content in products;

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and policies to incentivize investments in innovative circular technologies are all critical to ensure that post-use products are diverted away from landfilling, incineration, open dumps and open burning and instead enter the circular economy.

To accelerate the materials ecosystem, Dow is working toward its Transform the Waste target collectively with partners.

The goal is to boost recycling rates for materials by developing the associated ecosystems to increase collection, sorting and recycling.

As part of Dow’s sustainability targets, Dow intends to transform waste and alternative feedstocks to commercialize 3 million metric tons per year of circular and renewable solutions by 2030.

Although the volume base is fairly small today, circular products are seeing increasing promise with commercially attractive growth rates, and Dow expects this market to gain an increasingly larger market share over the coming decades, as supporting policies, technology and economics improve.

Dow is partnering to build industrial ecosystems to collect, reuse or recycle waste and expand its portfolio to meet rapidly growing demand for circular solutions.

Further, Dow is redesigning product formulations in order to use circular feedstocks such as waste and renewable materials, thereby reducing the reliance on virgin fossil feedstocks.

To accelerate the materials ecosystem, Dow is working toward its voluntary circularity targets collectively with partners.

The goal is to boost recycling rates globally for materials by developing the associated ecosystems to increase collection, sorting and recycling, thereby enabling circularity across entire value chains.

As part of Dow’s sustainability targets and in response to growing customer demand, Dow intends to transform waste and alternative feedstocks to commercialize 3 million metric tons per year of circular and renewable solutions by 2030.

Although the volume base is fairly modest today, circular products are seeing increasing promise with commercially attractive growth rates, and Dow expects this market to gain an increasingly larger market share over the coming decades as supporting policies, technology and economics improve.

Dow is partnering to build industrial ecosystems to collect, reuse or recycle waste and expand its portfolio to meet rapidly growing demand for circular

Further, Dow is redesigning product formulations to use circular feedstocks such as waste and renewable materials, thereby reducing reliance on virgin fossil feedstocks.

A circular economy requires embedding circularity in all parts of the value chains downstream from Dow.

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Through innovative developments, combined with partnerships and value chain collaboration, Dow is assisting its customers to design downstream applications for recyclability.

Developing Safer Materials

Chemistry-based products provide many benefits to society.

Like any product, they must be managed responsibly to minimize any potential adverse effects on humans or the environment.

Dow takes this responsibility seriously and works hard to ensure that its products are designed, stored, transported, used, disposed of, or recycled in a manner that shows high regard for human health, safety and environmental stewardship.

Dow utilizes the Company’s strong innovation pipeline to develop safer materials or reduce or eliminate priority substances in its products.

Prioritizing Safer Materials

Dow has been a pioneer in the practice of product stewardship since 1970 and is committed to ensuring that the materials it offers are designed for the safety of people and the planet.

Dow monitors regulatory trends and uses cutting-edge science to develop materials that meet the needs of its customers and the value chain.

Dow leverages the Company’s strong innovation pipeline to develop sustainable alternatives and reduce or eliminate priority substances in its products.

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

At Dow, material safety is a continuous journey made possible through innovation, design and more predictive, enabling technologies.

Dow works to offer products that – if used properly and in the manner intended – pose low risk to the environment, health and safety, and seeks to optimize products so they use resources more efficiently and sustainably.

Dow is working to deliver a sustainable future through its materials science expertise and collaboration with its customers.

By constantly innovating how it sources, manufactures and delivers material solutions, Dow helps customers achieve their goals and create a better tomorrow.

Dow has an impact on safer materials directly through the manufacture and delivery of solutions and indirectly through the chemicals that are sourced.

Dow continues to assess products across their life cycle using life cycle assessments and digital, in vitro , and in vivo toxicology testing.

Dow also transparently communicates information on substances to customers via safety data sheets, regulatory data sheets and, in some cases, product handling guides.

Prioritizing safer materials is a key aspect of Dow's sustainability strategy.

Dow is committed to demonstrating the value of chemistry and materials science to society and improving the way the world understands and considers science in decision-making to maximize benefits to businesses, society and the planet.

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For comparison of environmental remediation-related matters for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.

The Company accrues the costs of remediation of its facilities and formerly owned facilities based on current law and regulatory requirements.

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In addition to current and former Dow-owned sites, under the federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and equivalent state laws (hereafter referred to collectively as "Superfund Law"), the Company is liable for remediation of other hazardous waste sites where the Company allegedly disposed of, or arranged for the treatment or disposal of, hazardous substances.

Because Superfund Law imposes joint and several liability upon each party at a site, the Company has evaluated its potential liability in light of the number of other companies that have also been named potentially responsible parties (“PRPs”) at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its expected share.

expected share.

The Company’s remaining liability for the remediation of Superfund sites was $221 million at December 31, 2025 ($234 million at December 31, 2024).

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Although there is currently much uncertainty as to what will ultimately be required to remediate the BCSA and Rohm and Haas's share of these costs has yet to be determined, the range of activities that are required in the interim Record of Decision is known in general terms.

The PRP Group has been approached by the EPA to convene discussions for the Remedial Action Consent Decree the EPA is preparing for the Berry’s Creek Site.

The group submitted the 95 percent design for EPA review and has identified and contracted with a Remedial Action contractor to support completion of the 100 percent design.

Allocation remains incomplete.

The PRP Group is engaged in discussions with the EPA and the State of New Jersey regarding a Remedial Action Consent Decree to implement the ROD 1 remedy for the BCSA.

The EPA has approved the 100 percent design for the ROD 1 remedy.

At December 31, 2025, the Company had accrued liabilities totaling $277 million ($303 million at December 31, 2024) for environmental remediation at the Midland and Wood-Ridge sites.

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In total, the Company’s accrued liability for probable environmental remediation and restoration costs was $1,011 million at December 31, 2025, compared with $1,113 million at December 31, 2024.

This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount.

Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on

the Company’s results of operations, financial condition and cash flows.

This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the

Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount.

Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows.

It is the opinion of the Company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the Company’s results of operations, financial condition and cash flows.

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For comparison of asbestos-related matters of Union Carbide Corporation for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.

The table below provides information regarding asbestos-related claims pending against Union Carbide and Amchem based on criteria developed by Union Carbide and its external consultants:

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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 7. Management’s Discussion and Analysis