What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-03 compared with 2025-02-04 · 664 added, 406 removed, 2252 unchanged (32% of the section changed)

19 unchanged sentences

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements

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– Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

◦ Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

– Identifying key judgments underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

– Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

2 unchanged sentences

– Assessing changes and interpretation of applicable tax law.

Goodwill – Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals Reporting Units — Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value.

When performing a quantitative test, the Company utilizes a discounted cash flow methodology to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA margin.

Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

Throughout 2025, the Company faced challenging market conditions from the broader macroeconomic downturn.

Amid continued downturn in the chemical markets, the Company experienced decreased demand and margin compression resulting from lower prices.

As a result of the ongoing macroeconomic conditions and announced restructuring actions, the Company identified potential indicators of goodwill impairment for the Consumer Solutions reporting unit (within the Performance Materials & Coatings segment) and Packaging and Specialty Plastics reporting unit (within the Packaging & Specialty Plastics segment).

The Company performed interim impairment tests during the year for these reporting units.

In each instance, the discounted cash flow analysis indicated that the fair value of the respective reporting units exceeded their carrying values.

Therefore, no impairment charges were recorded during 2025 for these reporting units.

Further, as of October 1, 2025, the Company’s annual testing date for the goodwill balance, the Company performed a quantitative test for the Polyurethanes & Construction Chemicals reporting unit (within the Industrial Intermediates & Infrastructure segment).

Using a discounted cash flow model, management concluded fair value was below carrying value and recorded an impairment charge for the full amount of allocated goodwill for the reporting unit of $690 million in 2025 (limited to allocated goodwill).

revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin for the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units included the following, among others:

• We tested the effectiveness of internal controls over the goodwill impairment evaluation, including controls over the selection of the discount rates and over forecasts of future revenue growth rates, EBITDA, and EBITDA margin.

• We evaluated management’s determination and evaluation of triggering events.

• We evaluated the consistency of estimates and assumptions relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting units to those used by management in other annual forecasting activities.

• We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to:

– Historical revenues and operating margins.

– Internal communications to management and the Board of Directors.

– Forecasted information included in Company press releases as well as in analyst and industry reports for the Company.

• With the assistance of our fair value specialists, we performed a benchmarking exercise comparing management’s estimates and assumptions related to revenue growth, EBITDA and EBITDA margin for the reporting units to the revenue growth, EBITDA and EBITDA margins of a peer group of public companies.

• With the assistance of our fair value specialists, we evaluated (1) the valuation methodology used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing a range of independent estimates and comparing those to the rates selected by management.

/s/ DELOITTE & TOUCHE LLP

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Critical Audit Matters

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements

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– Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

◦ Identifying key judgements underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

– Identifying key judgments underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

– Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

2 unchanged sentences

– Assessing changes and interpretation of applicable tax law.

Goodwill – Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals Reporting Units — Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

Throughout 2025, the Company faced challenging market conditions from the broader macroeconomic downturn.

Amid continued downturn in the chemical markets, the Company experienced decreased demand and margin compression resulting from lower prices.

The Company performed interim impairment tests during the year for these reporting units.

In each instance, the discounted cash flow analysis indicated that the fair value of the respective reporting units exceeded their carrying values.

Therefore, no impairment charges were recorded during 2025 for these reporting units.

Given the significant judgments made by management to estimate the fair value of the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

• We evaluated management’s determination and evaluation of triggering events.

• We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to:

– Historical revenues and operating margins.

– Internal communications to management and the Board of Directors.

– Forecasted information included in Company press releases as well as in analyst and industry reports for the Company.

/s/ DELOITTE & TOUCHE LLP

10 unchanged sentences

Amortization of intangibles 231 310 324

Restructuring and asset related charges - net 103 528 118

Equity in earnings (losses) of nonconsolidated affiliates ( 6 ) ( 119 ) 268

Restructuring, goodwill impairment and asset related charges - net 1,856 103 528

Equity in losses of nonconsolidated affiliates ( 240 ) ( 6 ) ( 119 )

Sundry income (expense) - net 140 415 ( 280 )

1 unchanged sentence

Interest expense and amortization of debt discount 865 811 746

Income before income taxes 1,600 656 6,090

Income (loss) before income taxes ( 2,511 ) 1,600 656

Provision (credit) for income taxes ( 67 ) 399 ( 4 )

Net income 1,201 660 4,640

Net income (loss) ( 2,444 ) 1,201 660

Net income attributable to noncontrolling interests 179 85 71

Net income available for Dow Inc.

Net income (loss) available for Dow Inc.

common stockholders $ ( 2,623 ) $ 1,116 $ 589

Per common share data:

Earnings per common share - basic $ 1.57 $ 0.82 $ 6.32

Earnings per common share - diluted $ 1.57 $ 0.82 $ 6.28

Earnings (loss) per common share - basic $ ( 3.70 ) $ 1.57 $ 0.82

Earnings (loss) per common share - diluted $ ( 3.70 ) $ 1.57 $ 0.82

Weighted-average common shares outstanding - basic 711.6 703.8 705.7

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(In millions) For the years ended Dec 31, 2025 2024 2023

Net income $ 1,201 $ 660 $ 4,640

Net income (loss) $ ( 2,444 ) $ 1,201 $ 660

Other comprehensive income (loss), net of tax

Unrealized gains (losses) on investments 10 — ( 312 )

Unrealized gains on investments 70 10 —

Cumulative translation adjustments 203 ( 172 ) 43

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Total other comprehensive income (loss) 450 ( 429 ) ( 542 )

Comprehensive income 772 118 6,478

Comprehensive income (loss) ( 1,994 ) 772 118

Comprehensive income attributable to noncontrolling interests, net of tax 179 85 71

Comprehensive income attributable to Dow Inc.

Comprehensive income (loss) attributable to Dow Inc.

$ ( 2,173 ) $ 687 $ 47

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Other current assets 1,013 993

Total current assets 16,590 17,614

Total current assets (variable interest entities restricted - 2025:

18,062 16,590

Investment in nonconsolidated affiliates 1,264 1,266

4 unchanged sentences

Accumulated depreciation 43,613 40,117

Net property 22,004 21,066

Net property (variable interest entities restricted - 2025:

22,250 22,004

Goodwill 7,978 8,565

3 unchanged sentences

Deferred charges and other assets 1,305 1,228

Total other assets 14,039 14,842

Total other assets (variable interest entities restricted - 2025:

13,636 14,039

Total Assets $ 58,538 $ 57,312

9 unchanged sentences

Accrued and other current liabilities 2,649 2,521

Total current liabilities 10,288 9,957

Long-Term Debt 15,711 14,907

Total current liabilities (variable interest entities restricted - 2025:

Long-Term Debt (variable interest entities restricted - 2025:

17,849 15,711

Other Noncurrent Liabilities

4 unchanged sentences

Other noncurrent obligations 7,201 6,637

Total other noncurrent liabilities 13,462 13,995

Total other noncurrent liabilities (variable interest entities restricted - 2025:

13,984 13,462

Stockholders’ Equity

18 unchanged sentences

Operating Activities

Net income $ 1,201 $ 660 $ 4,640

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 2,444 ) $ 1,201 $ 660

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 2,834 2,894 2,611

4 unchanged sentences

Net gain on sales of assets, businesses and investments ( 220 ) ( 65 ) ( 70 )

Restructuring and asset related charges - net 103 528 118

Restructuring, goodwill impairment and asset related charges - net 1,856 103 528

Other net loss 440 239 796

9 unchanged sentences

Capital expenditures ( 2,479 ) ( 2,940 ) ( 2,356 )

Proceeds from incentives related to capital expenditures 145 — —

Cash flow hedging related to capital expenditures ( 40 ) — —

Investment in gas field developments ( 157 ) ( 203 ) ( 215 )

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Distributions to noncontrolling interests ( 173 ) ( 77 ) ( 89 )

Proceeds from sale of noncontrolling interests 2,943 — —

Dividends paid to stockholders ( 1,490 ) ( 1,966 ) ( 1,972 )

Cash used for financing activities ( 1,168 ) ( 3,115 ) ( 3,361 )

Other financing activities, net ( 6 ) — —

Cash provided by (used for) financing activities 2,508 ( 1,168 ) ( 3,115 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 275 ( 163 ) ( 45 )

12 unchanged sentences

Common stock issued / sold 85 166 188

Stock-based compensation and allocation of ESOP shares 370 276 258

Stock-based compensation 367 370 276

Treasury stock issuances - compensation and benefit plans ( 422 ) ( 213 ) ( 124 )

Other — — ( 2 )

Sale of membership interest in Diamond Infrastructure Solutions (Note 18)

Balance at end of year 11,112 9,203 8,880

1 unchanged sentence

Balance at beginning of year 20,909 21,774 23,180

Net income available for Dow Inc.'s common stockholders 1,116 589 4,582

Net income (loss) available for Dow Inc.

common stockholders ( 2,623 ) 1,116 589

Dividends to stockholders ( 1,490 ) ( 1,966 ) ( 1,972 )

6 unchanged sentences

Balance at end of year ( 7,660 ) ( 8,110 ) ( 7,681 )

Unearned ESOP Shares

Balance at beginning of year — — ( 15 )

Allocation of ESOP shares — — 15

Balance at end of year — — —

Treasury Stock

16 unchanged sentences

Amortization of intangibles 231 310 324

Restructuring and asset related charges - net 103 528 118

Equity in earnings (losses) of nonconsolidated affiliates ( 6 ) ( 119 ) 268

Restructuring, goodwill impairment and asset related charges - net 1,856 103 528

Equity in losses of nonconsolidated affiliates ( 240 ) ( 6 ) ( 119 )

Sundry income (expense) - net 157 404 ( 327 )

1 unchanged sentence

Interest expense and amortization of debt discount 865 811 746

Income before income taxes 1,611 623 6,091

Income (loss) before income taxes ( 2,486 ) 1,611 623

Provision (credit) for income taxes ( 67 ) 399 ( 4 )

Net income 1,212 627 4,641

Net income (loss) ( 2,419 ) 1,212 627

Net income attributable to noncontrolling interests 179 85 71

Net income available for The Dow Chemical Company common stockholder $ 1,127 $ 556 $ 4,583

Net income (loss) available for The Dow Chemical Company common stockholder

$ ( 2,598 ) $ 1,127 $ 556

See Notes to the Consolidated Financial Statements.

2 unchanged sentences

(In millions) For the years ended Dec 31, 2025 2024 2023

Net income $ 1,212 $ 627 $ 4,641

Net income (loss) $ ( 2,419 ) $ 1,212 $ 627

Other comprehensive income (loss), net of tax

Unrealized gains (losses) on investments 10 — ( 312 )

Unrealized gains on investments 70 10 —

Cumulative translation adjustments 203 ( 172 ) 43

2 unchanged sentences

Total other comprehensive income (loss) 450 ( 429 ) ( 542 )

Comprehensive income 783 85 6,479

Comprehensive income (loss) ( 1,969 ) 783 85

Comprehensive income attributable to noncontrolling interests, net of tax 179 85 71

Comprehensive income attributable to The Dow Chemical Company $ 698 $ 14 $ 6,421

Comprehensive income (loss) attributable to The Dow Chemical Company $ ( 2,148 ) $ 698 $ 14

See Notes to the Consolidated Financial Statements.

9 unchanged sentences

Other current assets 974 960

Total current assets 16,565 17,676

Total current assets (variable interest entities restricted - 2025:

18,027 16,565

Investment in nonconsolidated affiliates 1,264 1,266

4 unchanged sentences

Accumulated depreciation 43,613 40,117

Net property 22,004 21,066

Net property (variable interest entities restricted - 2025:

22,250 22,004

Goodwill 7,978 8,565

3 unchanged sentences

Deferred charges and other assets 1,305 1,228

Total other assets 14,039 14,842

Total other assets (variable interest entities restricted - 2025:

13,636 14,039

Total Assets $ 58,497 $ 57,281

9 unchanged sentences

Accrued and other current liabilities 2,542 2,405

Total current liabilities 10,210 9,849

Long-Term Debt 15,711 14,907

Total current liabilities (variable interest entities restricted - 2025:

Long-Term Debt (variable interest entities restricted - 2025:

17,849 15,711

Other Noncurrent Liabilities

4 unchanged sentences

Other noncurrent obligations 7,063 6,503

Total other noncurrent liabilities 13,328 13,853

Total other noncurrent liabilities (variable interest entities restricted - 2025:

13,846 13,328

Stockholder's Equity

12 unchanged sentences

Operating Activities

Net income $ 1,212 $ 627 $ 4,641

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 2,419 ) $ 1,212 $ 627

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 2,834 2,894 2,611

Provision (credit) for deferred income tax ( 341 ) 135 ( 1,222 )

Earnings of nonconsolidated affiliates less than (in excess of) dividends received 348 387 696

Earnings of nonconsolidated affiliates less than dividends received 439 348 387

Net periodic pension benefit cost (credit) ( 95 ) ( 210 ) 548

1 unchanged sentence

Net gain on sales of assets, businesses and investments ( 220 ) ( 65 ) ( 70 )

Restructuring and asset related charges - net 103 528 118

Restructuring, goodwill impairment and asset related charges - net 1,856 103 528

Other net loss 442 252 797

7 unchanged sentences

Capital expenditures ( 2,479 ) ( 2,940 ) ( 2,356 )

Proceeds from incentives related to capital expenditures 145 — —

Cash flow hedging related to capital expenditures ( 40 ) — —

Investment in gas field developments ( 157 ) ( 203 ) ( 215 )

20 unchanged sentences

Distributions to noncontrolling interests ( 173 ) ( 77 ) ( 89 )

Proceeds from sale of noncontrolling interests 2,943 — —

Dividends paid to Dow Inc.

( 1,503 ) ( 2,485 ) ( 2,510 )

Cash used for financing activities ( 1,193 ) ( 3,028 ) ( 3,405 )

Other financing activities, net ( 6 ) — —

Cash provided by (used for) financing activities 2,495 ( 1,193 ) ( 3,028 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 275 ( 163 ) ( 45 )

12 unchanged sentences

Issuance of parent company stock - Dow Inc.

Stock-based compensation and allocation of ESOP shares 370 276 258

Stock-based compensation 367 370 276

Sale of membership interest in Diamond Infrastructure Solutions (Note 18)

Other — ( 1 ) —

2 unchanged sentences

Balance at beginning of year 16,020 17,495 19,472

Net income available for The Dow Chemical Company's common stockholder 1,127 556 4,583

Net income (loss) available for The Dow Chemical Company's common stockholder ( 2,598 ) 1,127 556

Dividends to Dow Inc.

6 unchanged sentences

Balance at end of year ( 7,660 ) ( 8,110 ) ( 7,681 )

Unearned ESOP Shares

Balance at beginning of year — — ( 15 )

Allocation of ESOP shares — — 15

Balance at end of year — — —

The Dow Chemical Company's stockholder's equity 16,212 17,536 18,905

8 unchanged sentences

4 Acquisitions and Divestitures

5 Restructuring and A sset Related Charges - Net

5 Restructuring , Goodwill Impairment and Asset Related Charges - Net

6 Supplementary Information

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See Note 25 for additional information.

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

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

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

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

See Notes 18 and 23 for additional information about Diamond Infrastructure Solutions.

Use of Estimates in Financial Statement Preparation

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The Company routinely utilizes exchange, swap and tolling arrangements with other companies for raw materials and finished goods to increase sourcing options, shorten delivery times and reduce freight and other transportation costs.

These transactions are treated as non-monetary exchanges and are valued at cost.

These transactions are treated as nonmonetary exchanges and are valued at cost.

Land, buildings and equipment are carried at cost less accumulated depreciation or amortization.

11 unchanged sentences

Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.

When testing goodwill for

impairment, the Company may first assess qualitative factors.

When testing goodwill for impairment, the Company may first assess qualitative factors.

If an initial qualitative assessment identifies that it is more likely than not that the fair value of a reporting unit is less than its carrying value, additional quantitative testing is performed.

42 unchanged sentences

The incentives are recorded when it is probable that the Company will comply with the terms and conditions attached to the incentives and that the incentives will be received.

Incentives are recognized on a systematic basis over the periods in which the related cost or expenditures occur and are included in the Company's financial statements as reductions of "Cost of sales" or "Research and development expenses" in the Company’s consolidated statements of income or as a reduction of "Property" in the consolidated balance sheets.

In 2024, the Company received $ 272 million of government incentives ($ 183 million in 2023 and $ 260 million in 2022) primarily related to the cost of energy used in the Company’s production processes.

These incentives, from various governments, are typically based on level of energy consumption and are recorded as a reduction to "Cost of sales" in the consolidated statements of income and as "Accounts and notes receivable - Other" until received or as a reduction to "Accounts payable - Trade" in the consolidated balance sheets.

In 2024, the Company recognized $ 56 million in government incentives ( zero in 2023 and 2022) related to the construction of certain energy assets in the United States.

These incentives are recorded as a reduction of “Property” in the consolidated balance sheets and will lower depreciation expense over the useful lives of the related energy assets through a reduction to “Cost of sales” in the consolidated statements of income.

Other forms of government assistance received by the Company in 2024, 2023 and 2022 were not material.

Incentives related to capital expenditures are recorded in the consolidated balance sheets as a reduction of “Property” when the incentives have met the criteria described above and the Company incurs the related costs.

See Note 6 for additional information.

The Company accounts for income taxes using the asset and liability method.

15 unchanged sentences

Recently Adopted Accounting Guidance

On January 1, 2024, the Company adopted the amendments in Accounting Standards Update ("ASU") 2023-02, "Investments — Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method" and elected to account for certain tax equity investments using the proportional amortization method, as provided by the ASU.

Under the proportional amortization method, an entity amortizes the initial cost of tax equity investments in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit).

The adoption of the ASU did not have a material impact on the Company's consolidated financial statements.

In the fourth quarter of 2024, the Company adopted the annual and interim disclosure requirements of ASU 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." The amendments expand a public business entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the CODM, clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures.

See Note 25 for applicable reportable segment disclosures required by this guidance.

Accounting Guidance Issued But Not Adopted at December 31, 2024

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures.

The amendments in this ASU require a public business entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories.

In the fourth quarter of 2025, the Company prospectively adopted the annual disclosure requirements of Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." The amendments in this ASU require a public business entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories.

A public business entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions.

The amendments also remove certain disclosures that are no longer considered cost beneficial.

The amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.

The adoption of the ASU is not expected to have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

See Notes 6 and 7 for applicable income tax-related disclosures required by this guidance.

Accounting Guidance Issued But Not Adopted at December 31, 2025

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses," which is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

3 unchanged sentences

Early adoption is permitted.

While the adoption of ASU 2024-03 will result in enhanced disclosures, the Company does not expect it will have a material impact on its financial condition or results of operations.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software," which is intended to modernize the accounting for the costs of internal-use software given the evolution of software development to the incremental and iterative development method.

The amendments remove all references to prescriptive and sequential development stages and, instead, require an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period with the amendments to be applied using a prospective, modified or retrospective transition approach.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

SEC Final Rules Not Adopted at December 31, 2024

In March 2024, the U.S.

Securities and Exchange Commission ("SEC") adopted final rules under SEC Release Nos.

33-11275 and 34-99678, "The Enhancement and Standardization of Climate-Related Disclosures for Investors," which requires registrants to disclose certain climate related information in registration statements and annual reports.

The final rules include requirements to disclose material climate-related risks;

activities to mitigate or adapt to such risks;

information about the board of directors' oversight of climate-related risks and management’s role in managing material climate-related risks;

and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition.

Registrants are also required to disclose the financial statement effects of severe weather events and other natural conditions in the notes to the financial statements.

Certain large registrants are also required to disclose Scope 1 and Scope 2 greenhouse gas ("GHG") emissions, when material.

The final rules include a phased-in compliance period for all registrants.

As a large accelerated filer, most disclosure requirements are effective for the Company beginning with the year ending December 31, 2025.

GHG emissions disclosures are required for the year ending December 31, 2026.

The Company will also be required to obtain limited assurance on its Scope 1 and Scope 2 GHG emissions disclosures beginning with the year ending December 31, 2029, with reasonable assurance required beginning with the year ending December 31, 2033.

In April 2024, the SEC informed the U.S.

Court of Appeals for the Eighth Circuit ("Court") that it would voluntarily stay the final rules until various legal challenges are resolved by the Court.

The Company is currently evaluating the impact of the final rules on its consolidated financial statements and annual disclosures.

In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities," which is intended to establish authoritative guidance on the accounting for government grants received by business entities and reduce diversity in practice.

The amendments establish the timing and methods of recognition of both (1) a grant related to an asset and (2) a grant related to income.

The amendments also require certain disclosures including the nature of the grant received, the accounting policies used to account for the grant, and significant terms and conditions for the grant.

The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period with the amendments to be applied using a modified prospective, modified retrospective or retrospective transition approach.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

NOTE 3 – REVENUE

The majority of the Company's revenue is derived from product sales.

In 2024, 98 percent of the Company's revenue related to product sales ( 98 percent in 2023 and 99 percent in 2022).

In 2025, 97 percent of the Company's revenue related to product sales ( 98 percent in 2024 and 2023).

The remaining sales were primarily related to the Company's insurance operations and licensing of patents and technologies.

43 unchanged sentences

The Company enters into licensing arrangements in which it licenses certain rights of its patents and technology to customers.

Revenue from the majority of the Company’s licenses for patents and technology is derived from sales-based royalties.

Revenue from the majority of the Company’s licenses for patents and technology is derived from sales-based royalties and licensing arrangements.

The Company estimates the amount of sales-based royalties it expects to be entitled to based on historical sales to the customer.

For the remaining revenue from licensing arrangements, payments are typically received from the Company's licensees based on billing schedules established in each contract.

For the revenue related to licensing arrangements, payments are typically received from the Company's licensees based on billing schedules established in each contract.

Revenue is recognized when the performance obligation is satisfied.

14 unchanged sentences

Revenue recognized in 2025 from amounts included in contract liabilities at the beginning of the period was approximately $ 235 million (approximately $ 190 million in 2024 and $ 315 million in 2023).

In 2024, the amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant (approximately $ 45 million in 2023).

The Company did not recognize any asset impairment charges related to contract assets in 2024 (no impairment charges in 2023 and immaterial in 2022).

In 2025 and 2024, the amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant.

The Company did not recognize any asset impairment charges related to contract assets in 2025 (no impairment charges in 2024 and 2023).

The following table summarizes contract assets and liabilities at December 31, 2025 and 2024:

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Accounts and notes receivable - trade Accounts and notes receivable - trade $ 4,762 $ 4,756

Contract assets - current Other current assets $ — $ 13

Contract assets - noncurrent Deferred charges and other assets $ — $ 2

Contract liabilities - current 1

Accrued and other current liabilities $ 244 $ 195

Contract liabilities - current Accrued and other current liabilities $ 221 $ 244

Contract liabilities - noncurrent 1

Other noncurrent obligations $ 1,727 $ 1,480

The increase from December 31, 2023 to December 31, 2024 was primarily due to the reclassification of deferred royalty payments from noncurrent to current, partially offset by recognition of deferred royalty payments.

The decrease from December 31, 2023 to December 31, 2024 was primarily due to recognition of revenue on long-term product supply agreements and the reclassification of deferred royalty payments from noncurrent to current, partially offset by deferred royalty payments.

The increase from December 31, 2024 to December 31, 2025 was primarily due to advance payments on long-term supply agreements.

NOTE 4 – ACQUISITIONS AND DIVESTITURES

Acquisition of North American Polyethylene Recycler

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 a cash purchase of approximately $ 130 million.

The acquisition included two facilities in the United States with a total recycling capacity of 50,000 metric tons per year and supports Dow's efforts to transform plastic waste and other forms of alternative feedstocks into 3 million metric tons of circular and renewable solutions annually by 2030.

The assets acquired and liabilities assumed as part of the acquisition were recorded at their estimated fair value as of the acquisition date and consisted primarily of property of $ 74 million and intangible assets, primarily technology and know-how, of $ 22 million, with the excess of purchase price over the fair value of net assets acquired of $ 37 million allocated to goodwill.

Divestiture of the Flexible Packaging Laminating Adhesives Business

On December 2, 2024, the Company sold its flexible packaging laminating adhesives business, within Packaging & Specialty Plastics, to Arkema S.A.

On December 2, 2024, the Company sold its flexible packaging laminating adhesives business 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.

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Divested assets included inventory of $ 51 million, property with a net book value of $ 51 million, and goodwill of $ 16 million.

The Company recognized a pretax gain of $ 1 million in the fourth quarter of 2024, included in "Sundry income (expense) - net" in the consolidated statements of income.

Additionally, the Company recognized impairment charges related to write-downs of certain manufacturing assets included in this divestiture.

The Company recognized a pretax gain of $ 1 million, included in "Sundry income (expense) - net" in the consolidated statements of income.

Prior to the sale, the Company recognized impairment charges related to write-downs of certain manufacturing assets included in this divestiture.

See Notes 5 and 22 for additional information.

The Company evaluated the divestiture of its flexible packaging laminating adhesives business and determined it did not represent a strategic shift that had a major effect on the Company’s operations and financial results and did not qualify as an individually significant component of the Company.

As a result, the divestiture is not reported as discontinued operations.

Acquisition of North American Polyethylene Recycler

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 a cash purchase of approximately $ 130 million.

The acquisition includes two facilities in the United States with a total recycling capacity of 50,000 metric tons per year and supports Dow's efforts to transform plastic waste and other forms of alternative feedstocks into 3 million metric tons of circular and renewable solutions annually by 2030.

NOTE 5 – RESTRUCTURING AND ASSET RELATED CHARGES - NET

The "Restructuring and asset related charges - net" line in the consolidated statements of income is used to record charges for restructuring programs and other asset related charges, which includes other asset impairments.

Divestiture of Soil Fumigation Product Line

On May 1, 2025, the Company sold its Telone TM soil fumigation product line and certain related assets to TriCal Soil Solutions, Inc.

("TriCal"), a distributor and applicator of soil fumigation products, for cash proceeds of $ 121 million, net of costs to sell and other transaction expenses and subject to customary post-closing adjustments.

Under the sale and purchase agreement, Dow retained ownership of the related production assets, which are leased to TriCal as part of a toll manufacturing arrangement that directs the Company to manufacture and deliver certain products to TriCal.

These asset leases are classified as operating leases.

Dow and TriCal also entered into a site services agreement related to certain services the Company will provide to TriCal at its site in Stade, Germany.

Divested assets included property with a net book value of $ 5 million and goodwill of $ 10 million.

The Company recognized a pretax gain of $ 103 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Industrial Intermediates & Infrastructure.

Divestiture of Investment in DowAksa

On August 8, 2025, the Company sold its ownership interest in DowAksa Advanced Composites Holdings BV ("DowAksa"), a nonconsolidated affiliate, 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.

The Company's investment balance in DowAksa was $ 11 million and the Company recognized a pretax gain of $ 110 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.

The Company evaluated the divestitures of its flexible packaging laminating adhesives business, its soil fumigation product line and its investment in DowAksa and determined they did not represent strategic shifts that had a major effect on the Company’s operations and financial results and did not qualify as individually significant components of the Company.

As a result, the divestitures were not reported as discontinued operations.

NOTE 5 – RESTRUCTURING, GOODWILL IMPAIRMENT AND ASSET RELATED CHARGES - NET

The "Restructuring, goodwill impairment and asset related charges - net" line in the consolidated statements of income is used to record charges for restructuring programs, goodwill impairments and other asset related charges.

Restructuring Programs

2025 Restructuring Program

On January 27, 2025, the Dow Inc.

Board of Directors ("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.

The actions include a workforce reduction of approximately 1,500 roles.

As a result of these actions, in the first quarter of 2025, the Company recorded pretax charges of $ 207 million for severance and related benefits costs.

In the fourth quarter of 2025, the Company recorded additional pretax charges of $ 28 million for severance and related benefits costs.

The impact of these charges is included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income, related to Corporate.

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, in the second quarter of 2025, the Company recorded pretax restructuring charges of $ 591 million, consisting of severance and related benefit costs of $ 154 million, asset write-downs and write-offs of $ 334 million and costs associated with exit and disposal activities of $ 103 million.

In the third quarter of 2025, the Company recorded additional pretax restructuring charges of $ 23 million, consisting of asset write-downs and write-offs of $ 8 million and costs associated with exit and disposal activities of $ 15 million.

In the fourth quarter of 2025, the Company recorded additional pretax restructuring charges of $ 13 million, consisting of asset write-down and write-offs of $ 7 million and costs associated with exit and disposal activities of $ 6 million.

The impact of these charges is included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income.

See Note 22 for additional information on nonrecurring fair value measurements.

The following table summarizes the activities related to the 2025 Restructuring Program, including segment information:

2025 Restructuring Program Severance and Related Benefit Costs Asset Write-downs and Write-offs Costs Associated with Exit and Disposal Activities Total

Packaging & Specialty Plastics $ — $ 88 $ 77 $ 165

Industrial Intermediates & Infrastructure — 64 31 95

Performance Materials & Coatings — 150 — 150

Corporate 389 47 16 452

Total restructuring charges $ 389 $ 349 $ 124 $ 862

Charges against the reserve 1

— ( 349 ) ( 124 ) ( 473 )

Cash payments ( 126 ) — — ( 126 )

Reserve balance at Dec 31, 2025 $ 263 $ — $ — $ 263

Costs associated with exit and disposal activities relate to asset retirement obligations and pension benefit settlement costs.

At December 31, 2025, $ 123 million of the restructuring reserve balance was included in "Accrued and other current liabilities" and $ 140 million was included in "Other noncurrent obligations" in the consolidated balance sheets.

The Company recorded pretax restructuring charges of $ 862 million inception-to-date under the 2025 Restructuring Program, 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.

Restructuring implementation costs, primarily decommissioning and demolition activities related to asset actions and costs associated with the Company's restructuring actions, are expected to result in additional cash expenditures of approximately $ 200 million.

Restructuring implementation costs totaled $ 53 million in 2025.

Severance and Related Benefit Costs

Severance benefits are provided to employees primarily under Dow's ongoing benefit arrangements and are accrued against the Corporate segment once management commits to a plan of termination.

The 2025 Restructuring Program included charges for severance and related benefit costs of $ 389 million.

At December 31, 2025, $ 126 million in severance payments had been made.

Asset Write-downs and Write-offs

The 2025 Restructuring Program included charges related to the write-down and write-off of assets totaling $ 349 million.

Details regarding the asset write-downs and write-offs are as follows:

• Packaging & Specialty Plastics recorded a charge to rationalize its global asset footprint by shutting down an ethylene facility in Böhlen, Germany, by the end of 2027.

• Industrial Intermediates & Infrastructure recorded a charge to primarily rationalize its global asset footprint by shutting down certain chlor-alkali and vinyl assets in Schkopau, Germany, by the end of 2027.

• Performance Materials & Coatings recorded a charge to primarily rationalize its global asset footprint by shutting down a basics siloxanes plant in Barry, United Kingdom, by mid-year 2026.

• Corporate recorded charges related to the write-down of certain Company owned and leased non-manufacturing facilities and other assets.

Costs Associated with Exit and Disposal Activities

In 2025, the Company accrued additional asset retirement obligations of $ 105 million and wrote off related deferred asset charges associated with the asset shutdowns noted above, resulting in total restructuring charges of $ 108 million.

See Note 15 for additional information related to the Company’s asset retirement obligations.

The 2025 Restructuring Program also included pretax charges of $ 16 million for net pension benefit settlement costs related to participants of a pension plan in Europe that were impacted by the restructuring program.

It is reasonably possible the Company will incur approximately $ 60 million of future charges related to costs associated with exit and disposal activities.

In addition, the Company is assessing potential environmental remediation activities associated with the asset actions noted above, which could result in additional charges and cash payments in the future.

The Company intends to continue operating other assets at the sites impacted by these actions.

2023 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 the Company recorded pretax restructuring charges of $ 541 million in the first quarter of 2023, additional pretax restructuring charges of $ 8 million in the second quarter of 2023, and a $ 14 million net credit adjustment in the fourth quarter of 2023.

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In the third quarter of 2024, the Company recorded additional pretax restructuring charges of $ 7 million for asset write-downs and write-offs related to the shutdown of certain silicones assets within the Performance Materials & Coatings segment.

The impacted facilities are expected to be shutdown by the end of 2025.

The facilities impacted by both of these charges were shutdown by the end of 2025.

Additionally, the Company recorded a pretax restructuring charge of $ 16 million for severance and related benefit costs and a pretax restructuring charge of $ 1 million for additional asset write-downs and write-offs, related to Corporate.

In the fourth quarter of 2024, the Company recorded a pretax restructuring charge of $ 25 million for severance and related benefit costs and a pretax restructuring charge of $ 9 million for costs associated with exit and disposal activities, related to Corporate.

In the first quarter of 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, included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income, related to Industrial Intermediates & Infrastructure.

See Note 22 for additional information on nonrecurring fair value measurements.

Restructuring implementation and efficiency costs totaled $ 50 million in 2025 ($ 230 million in 2024).

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

The following table summarizes the activities related to the 2023 Restructuring Program, including segment information:

8 unchanged sentences

Reserve balance at Dec 31, 2023 $ 122 $ — $ — $ 122

Packaging & Specialty Plastics $ — $ — $ — $ —

Industrial Intermediates & Infrastructure — 8 — 8

3 unchanged sentences

Charges against the reserve 1

— ( 16 ) ( 9 ) ( 25 )

Cash payments ( 103 ) — — ( 103 )

Reserve balance at Dec 31, 2024 2

At December 31, 2024, $ 60 million of the reserve balance was included in "Accrued and other current liabilities" ($ 101 million at December 31, 2023) and zero was included in "Other noncurrent obligations" ($ 21 million at December 31, 2023) in the consolidated balance sheets.

$ 60 $ — $ — $ 60

Industrial Intermediates & Infrastructure $ — $ 1 $ — $ 1

Total restructuring charges $ — $ 1 $ — $ 1

Charges against the reserve — ( 1 ) — ( 1 )

Cash payments ( 60 ) — — ( 60 )

Reserve balance at Dec 31, 2025 $ — $ — $ — $ —

Costs associated with exit and disposal activities relate to pension benefit settlement costs.

The reserve balance at December 31, 2024 was included in "Accrued and other current liabilities" in the consolidated balance sheets.

The Company recorded pretax restructuring charges of $ 602 million inception-to-date under the 2023 Restructuring Program, consisting of severance and related benefit costs of $ 385 million, asset write-downs and write-offs of $ 208 million, and costs associated with exit and disposal activities of $ 9 million.

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Severance benefits are provided to employees primarily under Dow's ongoing benefit arrangements and are accrued against the Corporate segment once management commits to a plan of termination.

The 2023 Restructuring Program included a charge for severance and related benefit costs of $ 385 million for a global workforce reduction of approximately 2,000 employees.

The majority of separations occurred by the end of the second quarter of 2023 with the remaining occurring primarily through the first quarter of 2025.

The 2023 Restructuring Program included charges for severance and related benefit costs of $ 385 million for a global workforce reduction of approximately 2,000 employees.

The majority of separations occurred by the end of the second quarter of 2023, the remaining occurred primarily through the first quarter of 2025.

Asset Write-downs and Write-offs

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Details regarding the asset write-downs and write-offs are as follows:

• Industrial Intermediates & Infrastructure charges relate to the shutdown of certain polyurethanes assets and the write-off of other assets.

The majority of the impacted facilities are expected to be shutdown by the end of 2025.

• Industrial Intermediates & Infrastructure recorded charges related to the shutdown of certain polyurethanes assets and the write-off of other assets.

These facilities were shut down by the end of 2025.

• Performance Materials & Coatings recorded charges to rationalize its asset footprint by shutting down certain coatings assets.

These facilities are expected to be shutdown by the end of 2025.

These facilities were shut down by the end of 2025.

• Corporate recorded charges related to the write-down of Company owned and leased, non-manufacturing facilities, primarily related to office space rationalization.

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The 2023 Restructuring program included a net pretax charge of $ 9 million for the net cost of benefit settlement, curtailment and special termination benefits related to participants of a pension plan in Europe that were impacted by the restructuring program, related to Corporate.

Restructuring implementation 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 in 2024 ($ 243 million in 2023).

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, included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income, related to Industrial Intermediates & Infrastructure.

See Notes 12 and 22 for additional information.

Asset Related Charges

In 2024, the Company recognized pretax impairment charges of $ 37 million primarily related to write-downs of certain manufacturing assets in the United States and Italy included in the Company's planned divestiture of its flexible packaging laminating adhesives business.

The impairment charges were included in "Restructuring and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics.

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 is included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income, related to Industrial Intermediates & Infrastructure ($ 232 million) and Packaging & Specialty Plastics ($ 71 million).

See Note 22 for additional information.

In 2024, the Company recognized pretax impairment charges of $ 37 million primarily related to write-downs of certain manufacturing assets in the United States and Italy included in the Company's divestiture of its flexible packaging laminating adhesives business.

The impairment charges were included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income and related to Packaging & Specialty Plastics.

See Notes 4 and 22 for additional information.

In 2023, the Company recorded pretax asset related credits of $ 7 million in Corporate related to a prior restructuring program.

In 2022, the Company recorded pretax asset related charges of $ 118 million due to the Russia and Ukraine conflict and the expectation that certain assets would not be recoverable.

These charges included the write-down of inventory, the recording of bad debt reserves and the impairment of other assets.

Asset related charges by segment in 2022 were as follows:

$ 8 million in Packaging & Specialty Plastics, $ 73 million in Industrial Intermediates & Infrastructure, $ 6 million in Performance Materials & Coatings and $ 31 million in Corporate.

Subsequent Event

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.

This program includes a workforce reduction of approximately 1,500 roles.

The Company will record a charge in the first quarter of 2025 for costs associated severance and related benefit costs.

In total, these costs are expected to be in the range of $ 250 million to $ 325 million and have future cash payments to be paid out primarily over the next two years.

In addition, the Company will incur costs to implement these actions, which will be expensed as incurred and range from $ 20 million to $ 30 million over the life of the program.

On January 26, 2026, the 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.

The Company will record charges in 2026 and 2027 for costs associated with Transform to Outperform, including a workforce reduction of 4,500 roles.

In total, severance and related benefit costs are expected to be in the range of $ 600 million to $ 800 million and have future cash payments to be paid out primarily over the next two years.

In addition, the Company will incur costs to implement the workforce reduction, which will be expensed as incurred and range from $ 70 million to $ 90 million.

NOTE 6 – SUPPLEMENTARY INFORMATION

Sundry Income (Expense) – Net 2025 2024 2023

Non-operating pension and other postretirement benefit plan net (cost) credits 1

Non-operating pension and other postretirement benefit plan net (costs) credits 1

$ ( 177 ) $ 264 $ ( 264 )

Foreign exchange losses 2

Foreign exchange gains (losses) 2

39 ( 45 ) ( 340 )

Gain on sales of other assets and investments 3

Gain on divestiture of ownership interest in DowAksa 4

Gain on divestiture of soil fumigation product line 4

Gain (loss) on early extinguishment of debt 5

2 unchanged sentences

Gain related to Nova legal matter 8

Dow Silicones breast implant liability adjustment — — 60

Unrealized gain on equity investment in a privately held entity 9

Other - net 120 100 125

Total sundry income (expense) – net $ 140 $ 415 $ ( 280 )

The year ended December 31, 2025 includes pretax pension settlement charges of $ 323 million related to the termination of certain benefit plans.

The year ended December 31, 2023, includes pretax pension settlement charges of $ 642 million related to the transfer of certain plan benefit obligations to insurance companies.

See Note 19 for additional information about the Company's pension and other postretirement plans, including pension settlement charges.

Foreign exchange losses in 2024 relate primarily to exposures in the Argentine peso and Egyptian pound, while 2023 and 2022 relate primarily to exposures in the Argentine peso.

Foreign exchange gains in 2025 relate primarily to the euro, partially offset by losses in exposures to the Argentine peso, while losses in 2024 relate primarily to exposures in the Argentine peso and Egyptian pound, and 2023 relate primarily to exposures in the Argentine peso.

In addition, 2023 includes a loss of $ 109 million related to the devaluation of the Argentine peso by the Argentina government in December 2023.

2 unchanged sentences

See Note 4 for additional information.

Primarily related to charges associated with agreements entered into with DuPont de Nemours, Inc.

See Note 14 for additional information.

Primarily related to charges and credits associated with agreements entered into with DuPont de Nemours, Inc.

("DuPont") and Corteva, Inc.

2 unchanged sentences

See Note 15 for additional information.

See Notes 21 and 22 for additional information.

Sundry income (expense) - net for TDCC for the years ended December 31, 2025, 2024 and 2023, is substantially the same as that of Dow Inc., with the primary difference related to indemnification and other transaction related costs recorded on Dow Inc.

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Existing drawdowns 1

Accrued interest on drawdowns 2

Investments in company-owned life insurance 3

Classified as "Proceeds from sales and maturities of investments" in the consolidated statements of cash flows.

Included in "Sundry income (expense) - net" in the consolidated statements of income.

Classified as "Other investments" in the consolidated balance sheets.

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

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

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

Supplier Finance Program

12 unchanged sentences

Confirmed obligations outstanding at Dec 31 $ 239 $ 291

Accrued and Other Current Liabilities

“Accrued and other current liabilities” were $ 2,521 million and $ 2,405 million at December 31, 2024 and $ 2,704 million and $ 2,575 million at December 31, 2023, for Dow Inc.

and TDCC, respectively.

No components of "Accrued and other current liabilities" were more than 5 percent of "Total current liabilities" at December 31, 2024.

At December 31, 2023, accrued payroll, which is a component of "Accrued and other current liabilities" and includes liabilities related to payroll, performance-based compensation and severance, was $ 714 million.

No other components of "Accrued and other current liabilities" were more than 5 percent of "Total current liabilities" at December 31, 2023.

Government Assistance

The following table summarizes the government incentives recorded in the years ended December 31, 2025, 2024 and 2023:

Government Incentives 2025 2024 2023

Capital expenditures associated with Path2Zero $ 142 $ — $ —

Energy cost incentives $ 282 $ 272 $ 183

energy asset construction $ — $ 56 $ —

The incentives related to capital expenditures associated with the construction of the Company’s Fort Saskatchewan Path2Zero project are subject to clawback if the Company does not meet certain obligations, which include the completion of the project by the target completion date, continued operation of the facility through a specified duration period as well as other certain benefit commitments, including employment levels and emissions reductions.

These incentives are recorded as a reduction to construction in progress and reflected in “Property” in the consolidated balance sheets and will lower depreciation expense over the useful lives of the related energy assets through a reduction to “Cost of sales” in the consolidated statements of income.

The incentives related to the cost of energy used in the Company’s production processes, from various governments, are typically based on level of energy consumption and are recorded as a reduction to "Cost of sales" in the consolidated statements of income and as "Accounts and notes receivable - Other" until received or as a reduction to "Accounts payable - Trade" in the consolidated balance sheets.

The incentives received for the construction of certain energy assets in the United States in 2024 are recorded as a reduction of “Property” in the consolidated balance sheets and will lower depreciation expense over the useful lives of the related energy assets through a reduction to “Cost of sales” in the consolidated statements of income.

Other forms of government assistance received by the Company in 2025, 2024 and 2023 were not material.

Supplemental Cash Flow Information

The following table shows cash paid for interest and income taxes for the years ended December 31, 2024, 2023 and 2022:

Required supplementary cash flow information is presented in the following tables:

Supplemental Cash Flow Information 2025 2024 2023

Cash paid during year for:

Cash paid for:

Interest $ 948 $ 887 $ 800

Income taxes $ 827 $ 735 $ 793

Income taxes, net of refunds $ 256 $ 827 $ 735

Supplemental Cash Flow Information - Cash Paid for Income Taxes - Disaggregated 1

Cash paid (received) for income taxes, net of refunds

State and local

Other state and local jurisdictions $ ( 11 )

Denmark ( 38 )

The Netherlands 52

Switzerland ( 135 )

Other foreign jurisdictions 89

Total foreign $ 254

Total cash paid for income taxes, net of refunds $ 256

Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.

NOTE 7 – INCOME TAXES

2 unchanged sentences

As a result, the following income tax discussion pertains to Dow Inc.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned, the level of income relative to tax attributes and the level of equity earnings, since most earnings from the Company's equity method investments are taxed at the joint venture level.

Geographic Allocation of Income and Provision (Credit) for Income Taxes

3 unchanged sentences

Foreign ( 697 ) 1,108 1,258

Income before income taxes $ 1,600 $ 656 $ 6,090

Income (loss) before income taxes $ ( 2,511 ) $ 1,600 $ 656

Current tax expense (benefit)

9 unchanged sentences

Provision (credit) for income taxes $ ( 67 ) $ 399 $ ( 4 )

Net income $ 1,201 $ 660 $ 4,640

Net income (loss) $ ( 2,444 ) $ 1,201 $ 660

Reconciliation to U.S.

Statutory Rate 1

Amounts in millions Amount Percent

federal statutory tax rate $ ( 527 ) 21.0 %

State and local income taxes, net of federal income tax effect 9 ( 0.3 )

Foreign tax effects

Foreign currency related items 47 ( 1.9 )

Other ( 5 ) 0.2

Changes in valuation allowances 107 ( 4.3 )

Statutory tax rate difference ( 47 ) 1.9

Other 25 ( 1.0 )

China 27 ( 1.1 )

Germany 31 ( 1.2 )

The Netherlands

Foreign currency related items ( 34 ) 1.4

Other 2 ( 0.1 )

Changes in valuation allowances 117 ( 4.7 )

Other 8 ( 0.3 )

Changes in valuation allowances 95 ( 3.8 )

Statutory tax rate difference 44 ( 1.8 )

Nondeductible interest expense 36 ( 1.4 )

Other 36 ( 1.4 )

Other foreign jurisdictions 122 ( 4.9 )

Equity losses 53 ( 2.1 )

Effect of cross-border tax laws 60 ( 2.4 )

General business credits ( 26 ) 1.0

Foreign tax credits 2

Changes in valuation allowances 37 ( 1.5 )

Nontaxable or nondeductible items

Goodwill impairment 81 ( 3.2 )

Other 2 ( 0.1 )

Changes in unrecognized tax benefits 108 ( 4.3 )

Other adjustments

Sale of membership interests in Diamond Infrastructure Solutions ( 112 ) 4.5

Other ( 69 ) 2.8

Effective tax rate $ ( 67 ) 2.7 %

Disaggregated in accordance with ASU 2023-09, which was adopted prospectively in 2025.

Primarily related to a tax credit stemming from the U.S.

Tax Court's decision in Varian Medical Systems Inc.

Commissioner .

Reconciliation to U.S.

Statutory Rate 1

Statutory U.S.

9 unchanged sentences

Change in tax basis in foreign assets 2

8.3 ( 54.9 ) —

Foreign permanent items ( 5.7 ) ( 1.1 )

1 unchanged sentence

Effective tax rate 24.9 % ( 0.6 ) %

Certain prior year rates have been adjusted to conform with the current year presentation.

As presented prior to adoption of ASU 2023-09, which was adopted prospectively in 2025.

The 2023 impact primarily represents the initial recognition of tax basis in intangible assets in foreign jurisdictions and the related valuation allowance.

47 unchanged sentences

The earliest open tax years are 2004 for state income taxes and 2007 for federal income taxes in the United States and 2010 for taxes in foreign jurisdictions.

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.

NOTE 8 - EARNINGS PER SHARE CALCULATIONS

1 unchanged sentence

for the years ended December 31, 2025, 2024 and 2023.

In accordance with the accounting guidance for earnings per share, earnings per share of TDCC is not presented as this information is not required in financial statements of wholly owned subsidiaries.

Net Income for Earnings Per Share Calculations 2024 2023 2022

Net income $ 1,201 $ 660 $ 4,640

In accordance with the accounting guidance for earnings per share, earnings (loss) per share of TDCC is not presented as this information is not required in financial statements of wholly owned subsidiaries.

Net Income (Loss) for Earnings Per Share Calculations 2025 2024 2023

Net income (loss) $ ( 2,444 ) $ 1,201 $ 660

Net income attributable to noncontrolling interests 179 85 71

Net income attributable to participating securities 1

Net income attributable to common stockholders $ 1,104 $ 578 $ 4,558

Net income (loss) attributable to common stockholders $ ( 2,634 ) $ 1,104 $ 578

Restricted stock units are considered participating securities due to the Company's practice of paying dividend equivalents on unvested shares.

Earnings Per Share - Basic and Diluted 2024 2023 2022

Earnings (Loss) Per Share - Basic and Diluted 2025 2024 2023

Dollars per share

Earnings per common share - basic $ 1.57 $ 0.82 $ 6.32

Earnings per common share - diluted $ 1.57 $ 0.82 $ 6.28

Earnings (loss) per common share - basic $ ( 3.70 ) $ 1.57 $ 0.82

Earnings (loss) per common share - diluted $ ( 3.70 ) $ 1.57 $ 0.82

Share Count Information 2025 2024 2023

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Stock options and restricted stock units excluded from EPS calculations 2

23.6 10.8 9.6

The year ended December 31, 2025 reflected a net loss and, as such, the basic share count was used for purposes of calculating earnings (loss) per share on a diluted basis.

These outstanding stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.

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Net investment in nonconsolidated affiliates $ 331 $ 698

The carrying amount of the Company’s investments in nonconsolidated affiliates at December 31, 2024 and 2023, was $ 55 million less than its share of the investees’ net assets, exclusive of additional differences relating to Sadara and EQUATE Petrochemical Company K.S.C.C.

The carrying amount of the Company’s investments in nonconsolidated affiliates was $ 17 million more than and $ 55 million less than its share of the investees’ net assets at December 31, 2025 and 2024, respectively, exclusive of additional differences relating to Sadara and EQUATE Petrochemical Company K.S.C.C.

("EQUATE"), which are discussed separately in the disclosures that follow.

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At December 31, 2025, the Company had a negative investment balance in Sadara of $ 901 million classified as "Other noncurrent obligations" (negative $ 517 million at December 31, 2024) in the Company’s consolidated balance sheets.

The negative investment in Sadara Chemical Company at December 31, 2024 is primarily due to the equity losses generated during the year.

The increase in the negative investment in Sadara Chemical Company at December 31, 2025 is primarily due to the equity losses generated during the year.

See Note 15 for additional information related to guarantees.

At December 31, 2025, the Company had a negative investment balance in EQUATE of $ 24 million classified as "Other noncurrent obligations" (negative $ 51 million at December 31, 2024) in the consolidated balance sheets.

The reduction in the negative investment was driven by improved results during the year.

The reduction in the negative investment was driven by equity earnings, partially offset by dividends distributed to shareholders in 2025.

The Company's investment in EQUATE was $ 403 million less than the Company's proportionate share of EQUATE's underlying net assets at December 31, 2025 ($ 417 million less at December 31, 2024), which represents the difference between the fair values of certain MEGlobal assets acquired by EQUATE and the Company's related valuation on a U.S.

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A basis difference of $ 82 million at December 31, 2025 ($ 97 million at December 31, 2024), is being amortized over the remaining useful lives of the assets and the remainder is considered a permanent difference.

AgroFresh Solutions Inc.

As of March 31, 2023, the Company no longer holds an investment in AFSI.

Transactions with Nonconsolidated Affiliates

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

Purchases of Sadara products represented 6 percent of "Cost of sales" in 2024 ( 6 percent in 2023 and 7 percent in 2022).

Purchases of Sadara products represented 5 percent of "Cost of sales" in 2025 ( 6 percent in 2024 and 2023).

The Company purchases products from The SCGC-Dow Group, primarily for marketing and distribution in Asia Pacific.

Purchases of products from The SCGC-Dow Group represented 3 percent of "Cost of sales" in 2024, 2023 and 2022.

Purchases of products from The SCGC-Dow Group represented 2 percent of "Cost of sales" in 2025 ( 3 percent in 2024 and 2023).

Sales to and purchases from other nonconsolidated affiliates were not material to the consolidated financial statements.

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Principal Nonconsolidated Affiliates

The Company had an ownership interest in 38 nonconsolidated affiliates at December 31, 2024 and 2023.

The Company had an ownership interest in 36 nonconsolidated affiliates at December 31, 2025 ( 38 at December 31, 2024).

The Company's principal nonconsolidated affiliates and its ownership interest (direct and indirect) for each at December 31, 2025, 2024 and 2023, are as follows:

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Other noncurrent obligations ( 933 ) ( 568 )

Net investment in principal nonconsolidated affiliates $ 172 $ 525

Equity in Earnings (Losses) of Principal Nonconsolidated Affiliates 2024 2023 2022

Equity in earnings (losses) of principal nonconsolidated affiliates $ ( 57 ) $ ( 192 ) $ 192

Net investment (liability) in principal nonconsolidated affiliates $ ( 186 ) $ 172

Equity in Losses of Principal Nonconsolidated Affiliates 2025 2024 2023

Equity in losses of principal nonconsolidated affiliates $ ( 292 ) $ ( 57 ) $ ( 192 )

The summarized financial information that follows represents the combined accounts (at 100 percent) of the principal nonconsolidated affiliates.

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Sales $ 10,993 $ 12,094 $ 11,102

Gross profit $ 598 $ 289 $ 1,246

Gross profit (loss) $ ( 244 ) $ 598 $ 289

Income (loss), net of tax $ ( 1,539 ) $ ( 748 ) $ ( 1,053 )

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Foreign currency impact ( 6 ) ( 2 ) ( 89 ) ( 97 )

Balance at Dec 31, 2023 $ 5,103 $ 1,094 $ 2,444 $ 8,641

Foreign currency impact ( 6 ) ( 2 ) ( 89 ) ( 97 )

Purchase of Circulus Holdings, LLC 37 — — 37

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Balance at Dec 31, 2024 $ 5,118 $ 1,092 $ 2,355 $ 8,565

Foreign currency impact $ 13 $ 5 $ 95 $ 113

Sale of soil fumigation product line — ( 10 ) — ( 10 )

Goodwill impairment — ( 690 ) — ( 690 )

Balance at Dec 31, 2025 $ 5,131 $ 397 $ 2,450 $ 7,978

The Company has six reporting units in total:

Coatings & Performance Monomers, Consumer Solutions, Hydrocarbons & Energy, Industrial Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction

At December 31, 2024, goodwill was carried by all reporting units except Coatings & Performance Monomers.

Coatings & Performance Monomers, Consumer Solutions, Hydrocarbons & Energy, Industrial Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals.

At December 31, 2025, goodwill was carried by all reporting units except Coatings & Performance Monomers and Polyurethanes & Construction Chemicals.

Goodwill Impairments

The carrying amounts of goodwill at December 31, 2024 and 2023, were net of accumulated impairments of $ 309 million in Industrial Intermediates & Infrastructure and $ 2,530 million in Performance Materials & Coatings.

The carrying amounts of goodwill at December 31, 2025, were net of accumulated impairments of $ 999 million in Industrial Intermediates & Infrastructure ($ 309 million at December 31, 2024) and $ 2,530 million in Performance Materials & Coatings ($ 2,530 million at December 31, 2024).

Goodwill Impairment Testing

In the second quarter of 2025, the Company identified potential indicators of goodwill impairment due to announced restructuring actions and ongoing macroeconomic challenges.

As a result, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount.

This assessment indicated that the Consumer Solutions reporting unit, part of the Performance Materials & Coatings segment, required an interim quantitative goodwill impairment test as of June 30, 2025.

The test concluded that no goodwill impairment existed, as the fair value of the Consumer Solutions reporting unit exceeded its carrying value.

Fair value was estimated using a discounted cash flow model that incorporated current market conditions and the anticipated effects of the restructuring actions.

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

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.

This assessment indicated that the Packaging and Specialty Plastics reporting unit, part of the Packaging & Specialty Plastics segment, required an interim quantitative goodwill impairment test as of September 30, 2025.

The test concluded that no goodwill impairment existed, as the fair value of the Packaging and Specialty Plastics reporting unit exceeded its carrying value.

Fair value was estimated using a discounted cash flow model that incorporated current market conditions.

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

The Company performs an impairment test of goodwill annually in the fourth quarter.

In 2024, the Company performed qualitative assessments for all reporting units that carried goodwill.

Based on the results of the qualitative testing, the Company performed quantitative testing for one reporting unit in 2024 ( zero in 2023 and 2022).

The qualitative assessments on the remaining reporting units indicated that it was more likely than not that carrying value was less than the fair value for the reporting units.

The quantitative testing conducted in 2024 concluded that no goodwill impairment existed.

In 2025, the Company performed qualitative assessments for all reporting units that carried goodwill as part of its annual impairment testing performed in the fourth quarter.

Based on the results of the qualitative testing, the Company performed quantitative testing for one reporting unit in 2025 ( one in 2024 and none in 2023).

The qualitative assessments on the remaining reporting units indicated that it was more likely than not that the carrying value was less than the fair value for the reporting units.

Quantitative testing was performed on the Polyurethanes & Construction Chemicals reporting unit in the fourth quarter of 2024.

The fair value of the reporting unit was estimated using a discounted cash flow model based on facts and circumstances in place at that time, including the reporting unit’s financial performance, market conditions and projected future cash flows.

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

The resulting fair value of the reporting unit exceeded its carrying value and the Company concluded that no goodwill impairment existed.

Quantitative testing was performed on the Polyurethanes & Construction Chemicals reporting unit in the fourth quarter of 2025, and the Company determined the 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, included in “Restructuring, goodwill impairment and asset related charges - net” in the consolidated statements of income, related to Industrial Intermediates & Infrastructure.

The carrying value of the Polyurethanes & Construction

Chemicals reporting unit's goodwill was zero at December 31, 2025.

No other goodwill impairments were identified as a result of the 2025 testing.

The Company continues to monitor key factors that could impact the fair value of its reporting units, including changes in macroeconomic conditions or industry-specific trends, deterioration in financial performance, increases in market interest rates or adverse changes in regulatory or competitive environments.

If these or other adverse events occur, it may be necessary to perform additional impairment testing, which could result in a future goodwill impairment charge.

Other Intangible Assets

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Accounts Receivable Programs

The Company maintains accounts receivable facilities with various financial institutions, with committed and uncommitted facilities in the United States and a committed facility in Europe (collectively, "the Programs"), which are set to expire in November 2025.

The Company maintains accounts receivable facilities with various financial institutions, with committed and uncommitted facilities in the United States, which expire in November 2028 and a committed facility in Europe, which expires in March 2026 (collectively, "the Programs").

The Company is currently renegotiating the renewal of the Europe facility, which is expected to be completed prior to the expiration.

Under the terms of the Programs, the Company may sell certain eligible trade accounts receivable at any point in time, up to $ 900 million for the U.S.

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See Note 15 for additional information related to guarantees.

Beginning in 2023, the Company has access to accounts receivable discounting facilities that cover certain receivables generated from sales in EMEAI, Asia Pacific and Canada (collectively, the "Facilities").

The Company has access to accounts receivable discounting facilities that cover certain receivables generated from sales in EMEAI, Asia Pacific and Canada (collectively, the "Facilities").

Under the terms of the Facilities, the Company retains no interest in the transferred receivables once sold and receivables are transferred with limited recourse.

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Final maturity 2029 1

7.53 % 952 7.58 % 1,368

Final maturity 2030 2.10 % 818 2.10 % 818

Final maturity 2031 and thereafter 1

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2025 Activity

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 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 ® .

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

2024 Activity

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

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Additionally, the Company repaid $ 250 million of long-term debt at maturity and approximately $ 3 million of long-term debt was repaid by consolidated variable interest entities.

2022 Activity

In the second quarter of 2022, the Company redeemed $ 750 million aggregate principal amount of 3.625 percent notes due May 2026.

As a result of the redemption, the Company recognized a pretax loss on the early extinguishment of debt of $ 8 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.

In the fourth quarter of 2022, the Company issued $ 1.5 billion of senior unsecured notes.

The offering included $ 600 million aggregate principal amount of 6.30 percent notes due 2033 and $ 900 million aggregate principal amount of 6.90 percent notes due 2053.

In 2022, the Company issued an aggregate principal amount of $ 167 million of InterNotes ® .

Additionally, the Company repaid $ 121 million of long-term debt at maturity and approximately $ 3 million of long-term debt was repaid by consolidated variable interest entities.

Available Credit Facilities

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In millions Committed Credit Credit Available Maturity Date Interest

Five Year Competitive Advance and Revolving Credit Facility $ 5,000 $ 5,000 November 2028 Floating rate

Bilateral Revolving Credit Facility 100 100 March 2025 Floating rate

Bilateral Revolving Credit Facility 200 200 September 2025 Floating rate

Bilateral Revolving Credit Facility 175 175 September 2025 Floating rate

Bilateral Revolving Credit Facility 300 300 November 2025 Floating rate

Five Year Competitive Advance and Revolving Credit Facility $ 5,000 $ 5,000 June 2030 Floating rate

Bilateral Revolving Credit Facility 300 300 February 2026 Floating rate

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Bilateral Revolving Credit Facility 200 200 November 2027 Floating rate

Bilateral Revolving Credit Facility 100 100 March 2028 Floating rate

Bilateral Revolving Credit Facility 300 300 May 2028 Floating rate

Bilateral Revolving Credit Facility 200 200 September 2028 Floating rate

Bilateral Revolving Credit Facility 175 175 September 2028 Floating rate

Bilateral Revolving Credit Facility 100 100 June 2030 Floating rate

Total Committed and Available Credit Facilities $ 8,300 $ 8,300

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This work will be performed in a largely upriver to downriver sequence for eight geographic segments of the Tittabawassee and upper Saginaw Rivers.

In the first quarter of 2012, the EPA

requested the Company address the Tittabawassee River floodplain ("Floodplain") as an additional segment.

In the first quarter of 2012, the EPA requested the Company address the Tittabawassee River floodplain ("Floodplain") as an additional segment.

In January 2015, the Company and the EPA entered into an order to address remediation of the Floodplain.

The remedial work is expected to continue as river levels allow.

The remainder of the Saginaw River and the Saginaw Bay are designated as a second Operable Unit and the work associated with that unit may also be geographically segmented.

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Dow has received from the EPA a Notice of Completion of Work for three of these six orders and the Company continues the long-term monitoring requirements.

In 2024, Dow continued its evaluation of the final geographic segment of the first Operable Unit and completed the implementation of the remedial actions for the three open orders for other areas in the first Operable Unit.

In 2024, Dow completed the implementation of the remedial actions for the three open orders for other areas in the first Operable Unit.

In 2025, Dow continued its evaluation of the final geographic segment of the first Operable Unit.

Alternative Dispute Resolution Process

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Fish and Wildlife Service, the U.S.

Bureau of Indian Affairs and the Saginaw-Chippewa Indian Tribe of Michigan) have been engaged in negotiations to seek to resolve potential governmental claims against the Company for natural resource damages related to historical off-site contamination associated with the City of Midland, the Tittabawassee and Saginaw Rivers and the Saginaw Bay.

the Saginaw Bay.

The Company and the governmental parties started meeting in the fall of 2005 and entered into a Confidentiality Agreement in December 2005.

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The consent decree further requires the Company to complete or fund 13 additional environmental restoration projects which are valued by the trustees at approximately $ 77 million, to be conducted over the next several years.

To date, five of the eight Dow-led projects have been completed, including four environmental restoration projects/public amenities opened to the public.

To date, six of the eight Dow-led projects have been completed, including five environmental restoration projects/public amenities opened to the public.

The Company continues to work with the trustees on the remaining projects.

At December 31, 2024, the accrual for these off-site matters was $ 80 million (included in the total accrued obligation of $ 1,113 million ).

At December 31, 2024, the Company had an accrual for these off-site matters of $ 80 million (included in the total accrued obligation of $ 1,113 million ).

At December 31, 2025, the accrual for these off-site matters was $ 80 million (included in the total accrued obligation of $ 1,011 million ).

Environmental Matters Summary

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At each balance sheet date, Union Carbide also compares current asbestos claim and resolution activity, including asbestos-related defense and processing costs, to the results of the most recent Ankura study to determine whether the accrual continues to be appropriate.

In December 2022, Ankura completed a study of Union Carbide's historical asbestos claim and resolution activity through September 30, 2022, including asbestos-related defense and processing costs, and provided estimates for the undiscounted cost of disposing of pending and future claims against Union Carbide and Amchem through the terminal year of 2049.

Based on the study and Union Carbide's internal review process, it was determined that no adjustment to the accrual was required.

In December 2023, Ankura stated that an update of its December 2022 study would not provide a more likely estimate of future events than the estimate reflected in that study and, therefore, the estimate in that study remained applicable.

Based on Union Carbide's internal review process and Ankura's response, Union Carbide determined that no adjustment to the accrual was required.

At December 31, 2023, the asbestos-related liability for pending and future claims against Union Carbide and Amchem, including future asbestos-related defense and processing costs, was $ 867 million, and approximately 25 percent of the recorded liability related to pending claims and approximately 75 percent related to future claims.

In December 2024, Ankura completed a study of Union Carbide's historical asbestos claim and resolution activity through September 30, 2024, including asbestos-related defense and processing costs, and provided estimates for the undiscounted cost of disposing of pending and future claims against Union Carbide and Amchem through the terminal year of 2049.

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At December 31, 2024, the asbestos-related liability for pending and future claims against Union Carbide and Amchem, including future asbestos-related defense and processing costs, was $ 791 million, and approximately 23 percent of the recorded liability related to pending claims and approximately 77 percent related to future claims.

In December 2025, Ankura stated that an update of its December 2024 study would not provide a more likely estimate of future events than the estimate reflected in that study and, therefore, the estimate in that study remained applicable.

Based on Union Carbide's internal review process and Ankura's response, Union Carbide determined that no adjustment to the accrual was required.

At December 31, 2025, the asbestos-related liability for pending and future claims against Union Carbide and Amchem, including future asbestos-related defense and processing costs, was $ 708 million, and approximately 28 percent of the recorded liability related to pending claims and approximately 72 percent related to future claims.

The Company's management believes the amounts recorded by Union Carbide for the asbestos-related liability, including defense and processing costs, reflect reasonable and probable estimates of the liability based upon current, known facts.

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Legacy Matters

Groundwater Matters

The Company is the subject of various complaints related to alleged groundwater contamination based on decades-old sales and applications of certain agricultural chemical products ("Groundwater Matters").

The costs associated with these Groundwater Matters were previously covered by insurance policies that have since been depleted.

In the first quarter of 2023, the Company completed a study of the Groundwater Matters now deemed to be probable and estimable based on the public reporting of sampling data and historical information to develop a reasonable estimate of the cost of pending and future claims.

As a result, the Company recorded a pretax charge of $ 177 million, included in "Cost of sales" in the consolidated statements of income and related to Industrial Intermediates & Infrastructure.

At December 31, 2024, the total liability related to such alleged Groundwater Matters settlements was $ 155 million ($ 232 million at December 31, 2023), which was included in “Accrued and other current liabilities” and "Other noncurrent obligations" in the consolidated balance sheets.

In the first quarter of 2023, the Company completed a study of certain Groundwater Matters related to wells deemed to be probable and estimable based on the public reporting of sampling data and historical information to develop a reasonable estimate of the cost of pending and future claims.

The Company accrued a pretax charge of $ 177 million based on the estimate, included in "Cost of sales" in the consolidated statements of income and related to Industrial Intermediates & Infrastructure.

In the second quarter of 2025, the Company completed a reassessment study of these Groundwater Matters based on current known factors, resulting in a reduced estimate of the cost of pending and future claims.

As a result, the Company recorded a pretax credit of $ 106 million, included in "Cost of sales" in the consolidated statements of income and related to Corporate.

In the second quarter of 2025, the Company settled a separate claim related to Groundwater Matters at a water storage district, resulting in a pretax charge of $ 64 million, included in "Cost of sales" in the consolidated statements of income and related to Corporate.

At December 31, 2025, the total liability related to settled claims and the probable and estimable settlement of all alleged Groundwater Matters was $ 78 million ($ 155 million at December 31, 2024), which was included in “Accrued and other current liabilities” and "Other noncurrent obligations" in the consolidated balance sheets.

The Company is also the subject of other groundwater contamination complaints, including claims related to 1,4-dioxane.

The Company continues to defend itself in this litigation and it has determined that the Company's exposure to liability, if any, is not currently probable or estimable at December 31, 2025.

Separately, on October 10, 2024, the Company executed a settlement agreement related to arbitration for historical product claims from a divested business.

Other Legacy Matters

On October 10, 2024, the Company executed a settlement agreement related to arbitration for historical product claims from a divested business.

As a result, the Company recorded a pretax charge of $ 75 million in the third quarter of 2024, which is included in "Cost of sales" in the consolidated statements of income, related to Corporate, and was paid in the fourth quarter of 2024.

This is management's best estimate of loss, although the amount is subject to further arbitration and it is reasonably possible that the total loss could range up to approximately three times that amount.

Arbitration on the matter was concluded on March 11, 2025, and, as a result, the Company recorded an additional pretax charge of $ 98 million in the first quarter of 2025, which is included in "Cost of sales" in the consolidated statements of income, related to Corporate, and was paid in the second quarter of 2025.

Other Litigation Matters

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It is the opinion of the Company’s management that the possibility is remote that the aggregate of all such other claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

Indemnifications with Corning Incorporated ("Corning")

In connection with the June 1, 2016, ownership restructure of Dow Silicones, the Company is indemnified by Corning for at least 50 percent of future losses associated with certain pre-closing liabilities, subject to certain conditions and limits.

The maximum amount of indemnified losses which may be recovered are subject to a cap that declines over time.

Indemnified losses are capped at $ 1 billion between May 31, 2018 and May 31, 2023, and no recoveries are permitted on claims initially submitted after May 31, 2023.

The Company had indemnification assets of $ 43 million at December 31, 2024 ($ 100 million at December 31, 2023), which was included in "Other current assets" and "Noncurrent receivables" in the consolidated balance sheets.

Gain Contingency - Dow v.

Nova Chemicals Corporation Patent Infringement Matter

In December 2010, Dow filed suit in the Federal Court in Ontario, Canada ("Federal Court") alleging that Nova Chemicals Corporation ("Nova") was infringing the Company's Canadian polyethylene patent 2,106,705 (the "'705 Patent").

Nova counterclaimed on the grounds of invalidity and non-infringement.

In accordance with Canadian practice, the suit was bifurcated into a merits phase, followed by a damages phase.

Following trial in the merits phase, in May 2014, the Federal Court ruled that the Company's '705 Patent was valid and infringed by Nova.

Nova appealed to the Canadian Federal Court of Appeal, which affirmed the Federal Court decision in August 2016.

Nova then sought leave to appeal its loss to the Supreme Court of Canada ("Canadian Supreme Court"), which dismissed Nova’s petition in April 2017.

As a result, Nova exhausted all appeal rights on the merits, and it was undisputed that Nova owed the Company the profits it earned from its infringing sales as determined in the trial for the damages phase.

In April 2017, the Federal Court issued a Public Judgment in the damages phase, which detailed its conclusions on how to calculate the profits to be awarded to the Company.

In June 2017, the Federal Court ordered Nova to pay $ 645 million Canadian dollars to the Company, plus pre- and post-judgment interest, for which the Company received payment equivalent to $ 501 million U.S.

dollars in July 2017.

Although Nova was appealing portions of the damages judgment, certain portions of it were indisputable and could be retained by the Company regardless of the outcome of any further appeals by Nova.

As a result of these actions and in accordance with ASC Topic 450-30 "Gain Contingencies," the Company recorded a $ 160 million pretax gain in the second quarter of 2017.

On September 15, 2020, the Canadian Federal Court of Appeal dismissed Nova's appeal of the damages judgment, thus affirming the trial court's decision in its entirety.

In November 2020, Nova filed an application for leave to appeal this decision to the Canadian Supreme Court.

In November 2022, the Canadian Supreme Court dismissed Nova's appeal, thereby exhausting all of Nova's appeal rights for the damages judgment.

As a result, the Company recorded a pretax gain of $ 341 million in the fourth quarter of 2022 for the previously disputed portion of the damages judgment, of which $ 321 million was included in "Sundry income (expense) - net," related to Packaging & Specialty Plastics, and $ 20 million was included in "Selling, general and administrative expenses" in the consolidated statements of income.

Gain Contingency - Dow v.

Nova Chemicals Corporation Ethylene Asset Matter

On September 18, 2019, the Court of the King's Bench in Alberta, Canada, signed a judgment ordering Nova to pay the Company $ 1.43 billion Canadian dollars (equivalent to approximately $ 1.08 billion U.S.

On September 18, 2019, the Court of King's Bench of Alberta, Canada ("Court"), signed a judgment ordering Nova Chemicals Corporation ("Nova") to pay the Company $ 1.43 billion Canadian dollars (equivalent to approximately $ 1.08 billion U.S.

dollars) by October 11, 2019, for damages the Company incurred through 2012 related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada, which has been received by the Company.

The Court of the King's Bench in Alberta, Canada, which initially ruled in June 2018, found that Nova failed to operate the ethylene asset at full capacity for more than ten years, and furthermore, that Nova violated several contractual agreements related to the Company receiving its share of the asset’s ethylene production.

The Court, which initially ruled in June 2018, found that Nova failed to operate the ethylene asset at full capacity for more than ten years, and furthermore, that Nova violated several contractual agreements related to the Company receiving its share of the asset’s ethylene production.

These actions deprived the Company of millions of pounds of ethylene.

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At December 31, 2025, $ 201 million ($ 201 million at December 31, 2024) was included in "Other noncurrent obligations" in the Company's consolidated balance sheets related to the disputed portion of the 2019 damages judgment.

Dow continues to seek an award of additional damages for the period from 2013 through 2018 to account for the ethylene shortfall during those years.

The damages hearing that began in the trial court in November 2021 to resolve the impact of the appellate ruling and quantify Dow's damages for the 2013-2018 period has concluded;

the parties are awaiting the court's ruling.

Dow has also filed another lawsuit in the same Alberta, Canada court to account for damages due to lost ethylene after June 2018.

Brazilian Tax Credits

In March 2017, the Federal Supreme Court of Brazil (“Brazil Supreme Court”) ruled in a leading case that a Brazilian value-added tax ("ICMS") should not be included in the base used to calculate a taxpayer's federal contribution on total revenue known as PIS/COFINS (the “2017 Decision”).

Previously, three of the Company’s Brazilian subsidiaries filed lawsuits challenging the inclusion of ICMS in their calculation of PIS/COFINS, seeking recovery of excess taxes paid.

In response to the 2017 Decision, the Brazilian tax authority filed an appeal seeking clarification of the amount of ICMS tax to exclude from the calculation of PIS/COFINS.

In May 2021, the Brazil Supreme Court ruled in a leading case related to the amount of ICMS tax to exclude from the calculation of PIS/COFINS, which resolved two of the lawsuits filed by the Company.

In May 2022, a court decision related to the remaining lawsuit, ruling in favor of the Company's Brazilian subsidiary, became final and unappealable and the Company recorded pretax gains of $ 112 million for certain excess PIS/COFINS paid, plus applicable interest, which the Company expects to apply to future required federal tax payments, and the reversal of related liabilities.

The pretax gains were recorded in “Cost of sales” in the consolidated statements of income.

At December 31, 2024, related tax credits available and expected to be applied to future required federal tax payments totaled $ 63 million ($ 114 million at December 31, 2023).

Following an appeal, on June 10, 2025, the Court signed a separate judgment ordering Nova to pay an additional amount of $ 1.62 billion Canadian dollars (equivalent to approximately $ 1.2 billion U.S.

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

The Court again found that Nova failed to operate the companies' jointly-owned ethylene asset at full capacity during this time, depriving the Company’s subsidiaries of millions of pounds of ethylene.

On August 11, 2025, the Court also awarded fees of approximately $ 100 million U.S.

dollars, bringing Nova’s current payment obligation to approximately $ 1.3 billion U.S.

While those awards are subject to appeal, Alberta law requires Nova to satisfy the Court’s judgment in full notwithstanding its appeal to avoid enforcement measures during the appeal process.

Nova has since requested that the Court of Appeal of Alberta stay the execution of the judgment pending its appeal.

Nova’s request departs from well-established Alberta law, and would require Nova to show, among other things, that it would be irreparably harmed by making the required payment.

Nova’s request for a stay has been fully briefed and argued, and the Company is awaiting a decision.

If the Court of Appeal of Alberta grants the stay, Nova will not be required to pay the judgment to the Company while the appeal process is ongoing, or until such time as the Court subsequently finds a change of circumstances in Nova's ability to pay the judgment or other basis to modify any stay that may be entered.

It is the Company's position that Nova cannot meet the legal standard necessary to receive a stay and avoid payment pending its appeal.

Dow has filed another lawsuit in the Court to account for damages due to lost ethylene after June 2018.

Purchase Commitments

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In millions Final

Expiration Maximum Future Payments 1

Recorded Liability Final

Expiration Maximum Future Payments Recorded Liability Final

Expiration Maximum Future Payments 1

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Guarantees 2038 $ 1,307 $ 212 2038 $ 1,456 $ 155

In addition, TDCC has provided guarantees, in proportion to the Company's 35 percent ownership interest, of all future interest payments that will become due on Sadara’s project financing debt during the grace period, which Dow's share is estimated to be $ 158 million at December 31, 2024 ($ 298 million at December 31, 2023).

The Company does not expect to be required to perform under the guarantees.

In addition, TDCC had provided guarantees, in proportion to the Company's 35 percent ownership interest, of all interest payments on Sadara’s project financing debt during the grace period, which expired in December 2025.

Dow's share was estimated to be $ 158 million at December 31, 2024.

Guarantees arise during the ordinary course of business from relationships with customers, committed accounts receivable facilities and nonconsolidated affiliates when the Company undertakes an obligation to guarantee the performance of others (via delivery of cash or other assets) if specified triggering events occur.

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The majority of the Company’s guarantees relate to debt of nonconsolidated affiliates, which have expiration dates ranging from less than one year to 13 years.

The Company’s current expectation is that future payment or performance related to the non-performance of others is considered remote.

The Company maintains accounts receivable facilities with various financial institutions, with committed and uncommitted facilities in the United States and a committed facility in Europe.

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The Company also has access to accounts receivable discounting facilities, under which receivables are transferred with limited recourse.

The Company’s maximum guaranteed liability for the accounts receivable facilities is $ 239 million at December 31, 2024 ($ 150 million at December 31, 2023).

The Company expects receivable collections and remittances to occur within the next six months.

The Company’s maximum guaranteed liability for the accounts receivable facilities is zero at December 31, 2025 ($ 239 million at December 31, 2024).

TDCC has entered into guarantee agreements related to Sadara, a nonconsolidated affiliate.

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In conjunction with the debt re-profiling, TDCC entered into a guarantee of up to approximately $ 1.3 billion of Sadara’s debt, proportionate to the Company's 35 percent ownership interest.

The debt re-profiling includes a grace period until June 2026, during which Sadara is obligated to make interest-only payments which are guaranteed by TDCC in proportion to the Company's 35 percent ownership interest.

As part of the debt re-profiling, Sadara established a $ 500 million revolving credit facility guaranteed by Dow, which would be used to fund Dow’s pro-rata share of any potential shortfall during the grace period.

See Note 11 for additional information on Dow's investment in Sadara.

Based on current market conditions and continued evaluation subsequent to December 31, 2025, the Company now believes it is no longer remote that future performance under the project financing guarantee will be required due to uncertainty in Sadara's short-term cash flows.

The debt re-profiling included a grace period, which expired in December 2025, during which Sadara was obligated to make interest-only payments that were guaranteed by TDCC in proportion to the Company's 35 percent ownership interest.

As part of the debt re-profiling, Sadara established a $ 500 million revolving credit facility guaranteed by Dow to fund Dow’s pro-rata share of any potential shortfall.

In the fourth quarter of 2025, Sadara drew $ 80 million under the revolving credit facility.

The term of the revolving credit facility expires in the second quarter of 2026 and the Company believes it is probable that it will be required to perform on the obligation upon expiration of the revolving credit facility.

See Note 11 for additional information on Dow's investment in Sadara and Note 22 for additional information on the fair value determination of the obligation.

Asset Retirement Obligations

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Under this process, as demolition projects are identified and approved, reasonable estimates are determined for the time frames during which any related asset retirement obligations are expected to be settled.

For those assets where a range of potential settlement dates may be reasonably estimated, obligations are recorded.

For those assets where a range of potential settlement dates may be reasonably estimated, obligations

are recorded.

The Company routinely reviews all changes to items under consideration for demolition to determine if an adjustment to the value of the asset retirement obligation is required.

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Balance at Dec 31 $ 304 $ 174

Includes accrual of $ 105 million for asset retirement obligations resulting from asset shutdowns related to the 2025 Restructuring Program discussed in Note 5.

The discount rate used to calculate the Company’s asset retirement obligations at December 31, 2025, was 4.59 percent ( 4.93 percent at December 31, 2024).

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Operating leases $ 392 $ 241 $ 309

$ 241 $ 309 $ 151

Finance leases $ 287 $ 218 $ 234

$ 218 $ 234 $ 62

In 2023, $ 98 million of leased assets were reclassified from Operating leases to Finance leases due to an amendment that extended the term of the agreement.

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at December 31, 2025 and 2024:

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common stock out of treasury stock or as new shares of common stock for options exercised and for the release of restricted stock units ("RSUs"), performance stock units ("PSUs"), the Employee Stock Purchase Plan ("ESPP") and the Employees' Savings Plan (the "Savings Plan").

Common stock shares issued to employees and non-employee directors was approximately 5.9 million in 2024 ( 6.9 million in 2023 and 7.5 million in 2022).

stock shares issued to employees and non-employee directors was approximately 5.8 million in 2025 ( 5.9 million in 2024 and 6.9 million in 2023).

See Note 20 for additional information on the Company's equity awards.

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There are no significant restrictions limiting Dow Inc.’s ability to pay dividends.

declared dividends of $ 2.80 per share in 2024, 2023 and 2022.

declared dividends of $ 2.10 per share in 2025, and $ 2.80 per share in 2024 and 2023.

Undistributed earnings of nonconsolidated affiliates included in retained earnings was $ 798 million at December 31, 2025 and $ 758 million at December 31, 2024.

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and paid $ 1,503 million of dividends to Dow Inc.

in 2024 (declared and paid $ 2,510 million in 2023 and $ 4,375 million in 2022).

Employee Stock Ownership Plan

The Dow Employee Stock Ownership Plan (the “ESOP”) allocated the remaining shares in 2022 and no shares remained unallocated at December 31, 2024, 2023 and 2022.

Compensation expense for allocated shares is recorded at the fair value of the shares on the date of allocation.

As all remaining ESOP shares were allocated in 2022, there was no compensation expense recorded in 2024 or 2023 for allocated ESOP shares.

Compensation expense reflected in income before income taxes for ESOP shares allocated was $ 31 million in 2022.

in 2025 (declared $ 2,578 million and paid $ 2,485 million in 2024 and declared and paid $ 2,510 million in 2023).

Treasury Stock

On April 1, 2019, the Board ratified the share repurchase program originally approved on March 15, 2019, authorizing up to $ 3.0 billion for the repurchase of the Company's common stock, with no expiration date.

The Company completed the April 1, 2019 share repurchase program in the second quarter of 2022.

On April 13, 2022, the Board approved a new share repurchase program authorizing up to $ 3.0 billion for the repurchase of the Company's common stock, with no expiration date.

In 2024, the Company repurchased $ 494 million of its common stock ($ 625 million in 2023 and $ 2,325 million in 2022).

Excise tax for repurchased shares was zero in 2024 ($ 2 million in 2023 and zero in 2022), and was included in treasury stock at cost.

On April 13, 2022, the Board approved a share repurchase program authorizing up to $ 3.0 billion for the repurchase of the Company's common stock, with no expiration date.

The Company did not repurchase any of its common stock in 2025 ($ 494 million in 2024 and $ 625 million in 2023).

Excise tax for repurchased shares was zero in 2025 ( zero in 2024 and $ 2 million in 2023), and was included in treasury stock at cost.

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

The Company began issuing treasury shares to satisfy its obligations to make matching contributions to plan participants under the Savings Plan in the first quarter of 2022.

The Company issues treasury shares to satisfy its obligations to make matching contributions to plan participants under the Savings Plan.

In addition, beginning on January 1, 2024, all eligible U.S.

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5,815,626 ( 7,793,993 )

Repurchased — 8,861,638

Balance at Dec 31, 2025 790,287,565 73,065,152

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Net unrealized gains (losses) on investments 76 22 48

(Gains) losses reclassified from AOCL to net income 1

(Gains) losses reclassified from AOCL to net income (loss) 1

( 8 ) ( 15 ) ( 63 )

Tax expense (benefit) 2

Net (gains) losses reclassified from AOCL to net income ( 12 ) ( 48 ) 1

Net (gains) losses reclassified from AOCL to net income (loss) ( 6 ) ( 12 ) ( 48 )

Other comprehensive income (loss), net of tax 70 10 —

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Net gains (losses) on foreign currency translation 241 ( 152 ) 57

(Gains) losses reclassified from AOCL to net income 3

(Gains) losses reclassified from AOCL to net income (loss) 3

( 38 ) ( 20 ) ( 14 )

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Net gains (losses) arising during the period ( 150 ) ( 294 ) ( 1,105 )

Amortization of net loss and prior service credits reclassified from AOCL to net income 4

Amortization of net loss and prior service credits reclassified from AOCL to net income (loss) 4

Tax expense (benefit) 2

( 103 ) ( 16 ) ( 152 )

Net loss and prior service credits reclassified from AOCL to net income 60 496 476

Net loss and prior service credits reclassified from AOCL to net income (loss) 341 60 496

Other comprehensive income (loss), net of tax 191 ( 234 ) ( 609 )

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Net gains (losses) on derivative instruments ( 40 ) ( 43 ) ( 171 )

(Gains) losses reclassified from AOCL to net income 5

14 250 ( 313 )

(Gains) losses reclassified from AOCL to net income (loss) 5

Tax expense (benefit) 2

( 8 ) ( 4 ) ( 55 )

Net (gains) losses reclassified from AOCL to net income 10 195 ( 279 )

Net (gains) losses reclassified from AOCL to net income (loss) 26 10 195

Other comprehensive income (loss), net of tax ( 14 ) ( 33 ) 24

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Reclassified to "Sundry income (expense) - net."

These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans.

These AOCL components are included in the computation of net periodic benefit cost (credit) of the Company's defined benefit pension and other postretirement benefit plans.

See Note 19 for additional information.

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Ownership interests in the Company's subsidiaries held by parties other than the Company are presented separately from the Company's equity in the consolidated balance sheets as "Noncontrolling interests." The amount of consolidated net income attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of income.

On May 1, 2025, TDCC sold 40 percent of the membership interests in Diamond Infrastructure Solutions to InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management, a global infrastructure and energy asset manager, in exchange for cash proceeds of approximately $ 2.4 billion, inclusive of customary post-closing adjustments.

On August 29, 2025, as provided under the terms of the sale and purchase agreement, InfraPark exercised its option to purchase an additional 9 percent of Diamond Infrastructure Solutions' membership interests in exchange for proceeds of approximately $ 540 million.

Diamond Infrastructure Solutions and its subsidiaries own and operate certain non-product producing energy, environmental, pipeline and other related infrastructure assets located at five of the Company's manufacturing sites on the U.S.

Gulf Coast and provide infrastructure services to Dow manufacturing assets and other third party tenants at these locations.

InfraPark's ownership is accounted for as a noncontrolling interest in Diamond Infrastructure Solutions.

Cash proceeds from the sale of membership interests are included in "Proceeds from sale of noncontrolling interests" in the consolidated statements of cash flows.

The transactions resulted in an increase in "Additional paid-in capital" of $ 1,879 million and an increase in "Noncontrolling interests" of $ 1,028 million, recorded in the consolidated balance sheets and the consolidated statements of equity, for the year ended December 31, 2025.

The following table summarizes the activity for equity attributable to noncontrolling interests for the years ended December 31, 2025, 2024 and 2023:

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( 212 ) ( 69 ) ( 81 )

Sale of noncontrolling interests 1,028 — —

Cumulative translation adjustments 23 ( 20 ) ( 19 )

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Balance at Dec 31 $ 1,514 $ 496 $ 501

2022 includes the portion of asset related charges attributable to noncontrolling interests related to a joint venture in Russia.

See Note 5 for additional information.

Distributions to noncontrolling interests are net of $ 8 million in 2024 ($ 8 million in 2023 and $ 7 million in 2022) in dividends paid to a joint venture, which were reclassified to "Equity in earnings (losses) of nonconsolidated affiliates" in the consolidated statements of income.

On December 8, 2024, TDCC entered into a sale and purchase agreement with InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management, whereby TDCC will sell 40 percent of the membership interests in its wholly owned subsidiary Dow InfraCo, LLC in exchange for cash proceeds of approximately $ 2.4 billion (the "Transaction").

Under the terms of the sale and purchase agreement, InfraPark has the option to purchase up to an additional 9 percent of Dow InfraCo, LLC's membership interests in exchange for additional cash proceeds of up to $ 600 million within six months of the closing date of the Transaction.

The Company is targeting to close the Transaction in mid-2025, subject to regulatory approval and other closing conditions.

Upon closing the Transaction, InfraPark's ownership is expected to be accounted for as a noncontrolling interest in Dow InfraCo, LLC.

Dow InfraCo, LLC and its subsidiaries operate certain non-product producing energy, environmental, pipeline and infrastructure assets located at five of the Company's manufacturing sites in the U.S.

Distributions to noncontrolling interests are net of $ 8 million in 2025 ($ 8 million in 2024 and 2023) in dividends paid to a joint venture, which were reclassified to "Equity in earnings (losses) of nonconsolidated affiliates" in the consolidated statements of income.

In 2025, distributions include $ 47 million of dividends declared but not yet paid, included in "Accrued and other current liabilities" in the consolidated balance sheets.

NOTE 19 – PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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The Company has both funded and unfunded defined benefit pension plans in the United States and a number of other countries.

tax-qualified plans administered by the parent company are the largest plans.

tax-qualified plan administered by TDCC is the largest plan.

In 2021, the Company announced changes to the design of its U.S.

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As a result, effective December 31, 2023, the Company froze the pensionable compensation and credited service amounts used to calculate pension benefits for substantially all employees who participated in the U.S.

Separately, in the fourth quarter of 2023, certain Company pension plans in the United States and Canada purchased or converted to nonparticipating group annuity contracts from certain insurance companies, irrevocably transferring approximately $ 1,681 million of benefit obligations and $ 1,617 million of related plan assets to the insurers.

Separately, in the fourth quarter of 2023, certain Company pension plans in the United States and Canada purchased or converted to nonparticipating group annuity contracts from certain insurance companies, irrevocably transferring certain benefit obligations and related plan assets to the insurers.

These transactions did not require any cash funding from the Company and did not impact the pension benefits of participants.

As a result of these transactions, the Company recognized pretax, non-cash settlement charges of $ 642 million in 2023, primarily related to the accelerated recognition of a portion of the accumulated actuarial losses of the plans, recorded in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate.

In the second quarter of 2024, the Company initiated the termination of certain U.S.

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

In the fourth quarter of 2025, 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, 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.

As part of the plan termination process, participants were offered a lump sum distribution, an immediate monthly annuity or a deferred payment, with the annuity and deferred payment options to be administered by a highly rated insurance company that assumes responsibility for the future administration and payment of benefits.

The Company also terminated an additional pension plan in Europe, with the plan purchasing nonparticipating group annuity contracts from an insurance company.

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

As a result of these actions, the Company recorded non-cash settlement charges of $ 323 million, primarily related to the accelerated recognition of the accumulated actuarial losses of the plans, recorded in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate.

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

The Company's funding policy is to contribute to the plans when pension laws and/or economics either require or encourage funding.

Total global pension contributions were $ 209 million in 2025, which includes contributions necessary to fund benefit payments for the Company's 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 $ 180 million to its pension plans in 2026.

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The rate of compensation increase assumption is not relevant for the U.S.

Plans at December 31, 2024, due to the freezing of plan benefits.

Plans at December 31, 2025 and 2024, and for the year ended December 31, 2025, due to the freezing of plan benefits.

What changed 10-K

Item 8. Financial Statements and Supplementary Data