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What changed in Dow Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Dow Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+495 added−441 removedSource: 10-K (2026-02-03) vs 10-K (2025-02-04)

Top changes in Dow Inc.'s 2025 10-K

495 paragraphs added · 441 removed · 340 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

73 edited+35 added−26 removed54 unchanged
Biggest changeDetails on Performance Materials & Coatings' 2024 net sales, by business and geographic region, are as follows: 12 Table of Contents Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Coatings & Performance Monomers Acrylic binders for architectural paints and coatings, industrial coatings and paper; adhesives; dispersants; impact modifiers; inks and paints; opacifiers and surfactants for both architectural and industrial applications; plastics additives; processing aids; protective and functional coatings; rheology modifiers ACOUSTICRYL ™ Liquid-Applied Sound Damping Technology; acrylates; ACRYSOL ™ Rheology Modifiers; AVANSE ™ Acrylic Binders; EVOQUE ™ Pre-Composite Polymer; foam cell promoters; FORMASHIELD ™ Acrylic Binder; high-quality impact modifiers; MAINCOTE ™ Acrylic Epoxy Hybrid; methacrylates; processing aids; RHOPLEX ™ Acrylic Resin; TAMOL ™ Dispersants; FASTRACK ™ Road Marking Resins; vinyl acetate monomers; weatherable acrylic capstock compounds for thermoplastic and thermosetting materials Acetic acid, acetone, acrylic acid, ammonia, butanol, butyl acrylate, methanol, methyl methacrylate, propylene, styrene Arkema, BASF, Celanese, Evonik, LyondellBasell, Wacker Chemie Consumer Solutions Personal and home care; mobility; infrastructure; consumer and electronics; industrial and chemical processing Adhesives and sealants; antifoams and surfactants; coatings and controlled release; coupling agents and crosslinkers; fluids, emulsions and dispersions; formulating and processing aids; granulation and binders; oils; polymers and emollients; opacifiers; reagents; resins, gels and powders; rheology modifiers; rubber; solubility enhancers; aerospace composites; surfactants and solvents; encapsulants for solar photovoltaic applications; ACUSOL ™ Prime 1 Polymer; AMPLIFY ™ Si PE 1000 Polymer System; bio-based, readily biodegradable SunSpheres ™ BIO SPF Booster; DOWSIL ™ Silicone Products; SILASTIC™ Silicone Elastomers; SYL-OFF ™ Silicone Release Coatings Methanol, platinum, silica, silicon metal Elkem, Momentive, Shin-Etsu, Wacker Chemie Current and Future Investments In 2024, key growth capital projects in every major geographic region were brought online to meet customer needs in fast-growing markets.
Biggest changeDetails on Performance Materials & Coatings' 2025 net sales, by business and geographic region, are as follows: 12 Table of Contents Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Coatings & Performance Monomers Acrylic binders for architectural paints and coatings, industrial coatings and paper; adhesives; dispersants; impact modifiers; inks and paints; opacifiers and surfactants for both architectural and industrial applications; plastics additives; processing aids; protective and functional coatings; rheology modifiers ACOUSTICRYL ™ Liquid-Applied Sound Damping Technology; acrylates; ACRYSOL ™ Rheology Modifiers; AVANSE ™ Acrylic Binders; EVOQUE ™ Pre-Composite Polymer; foam cell promoters; FORMASHIELD ™ Acrylic Binder; high-quality impact modifiers; MAINCOTE ™ Acrylic Epoxy Hybrid; methacrylates; processing aids; RHOPLEX ™ Acrylic Resin; TAMOL ™ Dispersants; FASTRACK ™ Road Marking Resins; vinyl acetate monomers; weatherable acrylic capstock compounds for thermoplastic and thermosetting materials; RHOBARR ™ sustainable barrier coatings for paper packaging Acetic acid, acetone, acrylic acid, ammonia, butanol, butyl acrylate, methanol, methyl methacrylate, propylene, styrene Arkema, BASF, Celanese, Evonik, LyondellBasell, Wacker Chemie Consumer Solutions Consumer and electronics; home and personal care; industrial and chemical processing; infrastructure; mobility Adhesives and sealants; antifoams and surfactants; coatings and controlled release; coupling agents and crosslinkers; fluids, emulsions and dispersions; formulating and processing aids; granulation and binders; oils; polymers and emollients; opacifiers; reagents; resins, gels and powders; rheology modifiers; rubber; solubility enhancers; aerospace composites; surfactants and solvents; encapsulants for solar photovoltaic applications; ACUSOL ™ Prime 1 Polymer; AMPLIFY ™ Si PE 1000 Polymer System; bio-based, readily biodegradable SunSpheres ™ BIO SPF Booster; DOWSIL ™ Silicone Products; SILASTIC™ Silicone Elastomers; SYL-OFF ™ Silicone Release Coatings Methanol, platinum, silica, silicon metal Elkem, Momentive, Shin-Etsu, Wacker Chemie Current and Future Investments In 2025, growth capital projects included expanding capacity for sustainable barrier coatings in paper packaging for food and beverage markets, as well as adding new silicone intermediates and downstream product capabilities across multiple end-markets such as infrastructure; consumer and electronics; personal care; and mobility.
Market growth is expected to be driven by major shifts in population demographics; improving socioeconomic status in emerging geographic regions; consumer and brand owner demand for increased functionality including sustainable offerings through lower-carbon and circular solutions; global efforts to reduce food waste; growth in telecommunications networks; global development of electrical transmission and distribution infrastructure; and renewable energy applications such as wind power and solar (photovoltaic).
Market growth is expected to be driven by major shifts in population demographics; improving socioeconomic status in emerging geographic regions; consumer and brand owner demand for increased functionality including sustainable offerings through lower-carbon and circular solutions; global efforts to reduce food waste; growth in telecommunications networks; global development of electrical transmission and distribution infrastructure; and renewable energy applications such as wind and solar (photovoltaic) power.
Details on Packaging & Specialty Plastics' 2024 net sales, by business and geographic region, are as follows: * Europe, Middle East, Africa and India ("EMEAI") 6 Table of Contents Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Hydrocarbons & Energy Purchaser of feedstocks; production of cost competitive hydrocarbon monomers utilized by Dow's derivative businesses; and energy, principally for use in Dow’s global operations Ethylene, propylene, benzene, butadiene, octene, aromatics co-products, power, steam, other utilities Butane, condensate, ethane, naphtha, natural gas, propane Chevron Phillips Chemical, ExxonMobil, INEOS, LyondellBasell, SABIC, Shell, Sinopec Packaging and Specialty Plastics Adhesives; automotive; caps, closures and pipe applications; construction; cosmetics; electrical transmission and distribution; food and supply chain packaging; footwear; health and hygiene; housewares; industrial specialty applications using polyolefin elastomers, ethylene copolymers, and EPDM; irrigation pipe; mobility; photovoltaic encapsulants; sporting goods; telecommunications infrastructure; toys and infant products Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation Aliphatic solvent, butene, ethylene, hexene, octene, propylene Borealis, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC Joint Ventures : This segment includes a portion of the Company's share of the results of the following joint ventures: • EQUATE Petrochemical Company K.S.C.C.
Details on Packaging & Specialty Plastics' 2025 net sales, by business and geographic region, are as follows: * Europe, Middle East, Africa and India ("EMEAI") 6 Table of Contents Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Hydrocarbons & Energy Purchaser of feedstocks; production of cost competitive hydrocarbon monomers utilized by Dow's derivative businesses; and energy, principally for use in Dow’s global operations Ethylene, propylene, benzene, butadiene, octene, aromatics co-products, power, steam, other utilities Butane, condensate, ethane, naphtha, natural gas, propane Chevron Phillips Chemical, ExxonMobil, INEOS, LyondellBasell, SABIC, Shell, Sinopec Packaging and Specialty Plastics Adhesives; automotive; caps, closures and pipe applications; construction; cosmetics; electrical transmission and distribution; food and supply chain packaging; footwear; health and hygiene; housewares; industrial specialty applications using polyolefin elastomers, ethylene copolymers, and EPDM; irrigation pipe; mobility; photovoltaic encapsulants; sporting goods; telecommunications infrastructure; toys and infant products Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation Aliphatic solvent, butene, ethylene, hexene, octene, propylene Borealis, CNPC, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC, Sinopec Joint Ventures : This segment includes a portion of the Company's share of the results of the following joint ventures: • EQUATE Petrochemical Company K.S.C.C.
Its top 20 water-dependent sites will have water stewardship plans, and 10 of those sites will be water-resilient. ◦ Dow will transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually. • By 2035: ◦ All Dow sites will have water stewardship plans. • By 2050: ◦ Dow intends to be carbon neutral (Scopes 1+2+3, plus product benefits). ◦ Dow will partner to conserve 50,000 acres of habitat and its top 20 water-dependent sites will be water-resilient.
Its top water-dependent sites will have water stewardship plans, and 10 of those sites will be water-resilient. ◦ Dow will transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually. • By 2035: ◦ All Dow sites will have water stewardship plans. • By 2050: ◦ Dow intends to be carbon neutral (Scopes 1+2+3, plus product benefits). ◦ Dow will partner to conserve 50,000 acres of habitat and its top water-dependent sites will be water-resilient.
In addition, the Company produces a portion of its electricity needs in Louisiana and Texas; Alberta, Canada; The Netherlands; the United Kingdom; and Germany. The Company's primary source of these raw materials are natural gas liquids ("NGLs"), which are derived from natural gas and crude oil production, and naphtha, which is produced during the processing and refining of crude oil.
In addition, the Company produces a portion of its electricity needs in Louisiana and Texas; Alberta, Canada; The Netherlands; the United Kingdom; and Germany. The Company's primary source of these raw materials are natural gas liquids, which are derived from natural gas and crude oil production, and naphtha, which is produced during the processing and refining of crude oil.
Department of Energy under the Advanced Reactor Demonstration Program and will be operated by a subsidiary of NextEra Energy, one of the nation’s major nuclear operators. • Dow continued its collaboration with Hanseatic Energy Hub GmbH ("HEH") as a minority stakeholder and is working with HEH's current members to advance Germany's capabilities to import supplies of liquified natural gas, bio-liquified natural gas and synthetic natural gas through the construction of an import terminal.
Department of Energy under the Advanced Reactor Demonstration Program and is intended to be operated by a subsidiary of NextEra Energy, one of the nation’s major nuclear operators. • Dow continued its collaboration with Hanseatic Energy Hub GmbH ("HEH") as a minority stakeholder and is working with HEH's current members to advance Germany's capabilities to import supplies of liquified natural gas, bio-liquified natural gas and synthetic natural gas through the construction of an import terminal.
This segment also includes the Company's share of the results of the following joint ventures: • The Kuwait Styrene Company K.S.C.C. - a Kuwait-based company that manufactures styrene monomer; owned 42.5 percent by the Company. • The SCGC-Dow Group - a group of Thailand-based companies (consisting of Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Company Limited; and Siam Synthetic Latex Company Limited) that manufactures polyethylene, polystyrene, styrene, latex and specialty elastomers; owned 50 percent by the Company. 7 Table of Contents Current and Future Investments The Company has announced investments that are being progressed over the next several years and are expected to enhance competitiveness.
This segment also includes the Company's share of the results of the following joint ventures: • The Kuwait Styrene Company K.S.C.C. - a Kuwait-based company that manufactures styrene monomer; owned 42.5 percent by the Company. • The SCGC-Dow Group - a group of Thailand-based companies (consisting of Siam Polyethylene Company Limited; Siam Polystyrene Company Limited; Siam Styrene Monomer Company Limited; and Siam Synthetic Latex Company Limited) that manufactures polyethylene, polystyrene, styrene, latex and specialty elastomers; owned 50 percent by the Company. 7 Table of Contents Current and Future Investments The Company has announced investments that were completed or are being progressed over the next several years, and are expected to enhance competitiveness.
Three Inclusion Councils drive the ID&E strategy from the top of the Company down and across the enterprise: • The President’s Inclusion Council defines and supports Dow's ID&E strategy from the top. • A Senior Leaders’ Inclusion Council influences change through senior and mid-level business, geographic and functional leaders. • A Joint Inclusion Council collaborates to drive maximum employee engagement through Employee Resource Group (“ERG”) leadership.
Three Inclusion Councils drive the inclusion strategy from the top of the Company down and across the enterprise: • The President’s Inclusion Council defines and supports Dow's inclusion strategy from the top. • A Senior Leaders’ Inclusion Council influences change through senior and mid-level business, geographic and functional leaders. • A Joint Inclusion Council collaborates to drive maximum employee engagement through Employee Resource Group (“ERG”) leadership.
Both Polyurethanes and Construction Chemicals deliver sustainable products aligned toward green building markets yielding reduced environmental impacts and lower product intensity compared to traditional offerings. 9 Table of Contents Details on Industrial Intermediates & Infrastructure's 2024 net sales, by business and geographic region, are as follows: Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Industrial Solutions Broad range of products for specialty applications including consumer health; agriculture crop protection offerings; aircraft deicing fluids; solvents for coatings; heat transfer fluids for concentrated solar power and data center cooling applications; solvents for electronics processing; food preservation; fuel markers; industrial and institutional cleaning; infrastructure applications; lubricant additives; products and services for energy markets including exploration, production, transmission, refining, mining, gas processing and carbon capture to optimize supply, improve efficiencies and manage emissions Butyl glycol ethers, VERSENE ™ Chelants, UCAR ™ Deicing Fluids, UCARSOL ™ Amines and related technology for carbon capture and gas treating, ethanolamines, ethylene oxide ("EO"), ethyleneamines, ELEVATE ™ Additives for enhanced oil recovery, UCON ™ Fluids, DOWANOL ™ Glycol Ethers, DOWTHERM ™ Heat Transfer Fluids, DOWFROST ™ Fluids for data center cooling; higher glycols, isopropanolamines, low-VOC solvents, methoxypolyethylene glycol, methyl isobutyl, polyalkylene glycol, CARBOWAX ™ SENTRY ™ Polyethylene Glycol, TERGITOL ™ and TRITON ™ brand surfactants, demulsifiers, drilling and completion fluids, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers, frothing separating agents Ammonia, butene, ethylene, phenol, propylene BASF, Eastman, Hexion, Huntsman, INEOS, LyondellBasell, SABIC, Sasol, Shell Polyurethanes & Construction Chemicals Aircraft deicing fluids; alumina; pulp and paper; appliances; automotive; bedding; building and construction; flooring; footwear; heat transfer fluids; hydraulic fluids; infrastructure; mobility; packaging; textiles and transportation; caulks and sealants; cement-based tile adhesives; concrete solutions; elastomeric roof coatings; industrial non-wovens; plasters and renders; roof tiles and siding; sport grounds and tape joint compounds Aniline, caustic soda, ethylene dichloride ("EDC"), methylene diphenyl diisocyanate (“MDI”), polyether polyols, propylene glycol ("PG"), propylene oxide ("PO"), polyurethane systems, vinyl chloride monomer ("VCM"), AQUASET ™ Acrylic Thermosetting Resins, DOW ™ Latex Powder, RHOPLEX ™ and PRIMAL ™ Acrylic Emulsion Polymers, WALOCEL ™ Cellulose Ethers Aniline, benzene, carbon monoxide, caustic soda, cell effluent, cellulose, chlorine, electric power, ethylene, hydrogen peroxide, propylene Arkema, Ashland, BASF, Covestro, Eastman, Huntsman, Wanhua Joint Ventures This segment includes a portion of the Company's share of the results of EQUATE, TKOC, Map Ta Phut and Sadara. 10 Table of Contents Current and Future Investments The Company expects to make investments over the next several years to enhance competitiveness and increase underlying mid-cycle earnings in its Polyurethanes & Construction Chemicals and Industrial Solutions businesses.
Both Polyurethanes and Construction Chemicals deliver sustainable products aligned toward green building markets yielding reduced environmental impacts and lower product intensity compared to traditional offerings. 9 Table of Contents Details on Industrial Intermediates & Infrastructure's 2025 net sales, by business and geographic region, are as follows: Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Industrial Solutions Broad range of products for specialty applications including consumer health; agriculture crop protection offerings; aircraft deicing fluids; solvents for coatings; heat transfer fluids for manufacturing, energy and data center cooling applications; solvents for electronics processing; food preservation; fuel markers; industrial and institutional cleaning; infrastructure applications; lubricant additives; products and services for energy markets including exploration, production, transmission, refining, mining, gas processing and carbon capture to optimize supply, improve efficiencies and manage emissions Butyl glycol ethers, VERSENE ™ Chelants, UCAR ™ Deicing Fluids, UCARSOL ™ Amines and related technology for carbon capture and gas treating, ethanolamines, ethylene oxide ("EO"), ethyleneamines, ELEVATE ™ Additives for enhanced oil recovery, UCON ™ Fluids, DOWANOL ™ Glycol Ethers, DOWTHERM ™ Heat Transfer Fluids, DOWFROST ™ Fluids for data center cooling; higher glycols, isopropanolamines, low-VOC solvents, methoxypolyethylene glycol, methyl isobutyl, polyalkylene glycol, CARBOWAX ™ SENTRY ™ Polyethylene Glycol, TERGITOL ™ and TRITON ™ brand surfactants, demulsifiers, drilling and completion fluids, rheology modifiers, scale inhibitors, shale inhibitors, specialty amine solvents, surfactants, water clarifiers, frothing separating agents Ammonia, ethylene, propylene BASF, Eastman, Hexion, Huntsman, INEOS, LyondellBasell, SABIC, Sasol, Shell Polyurethanes & Construction Chemicals Aircraft deicing fluids; alumina; pulp and paper; appliances; automotive; bedding; building and construction; elastomers and binders; flooring; footwear; heat transfer fluids; hydraulic fluids; infrastructure; mobility; battery assembly; packaging; textiles and transportation; caulks and sealants; cement-based tile adhesives; concrete solutions; elastomeric roof coatings; industrial non-wovens; plasters and renders; roof tiles and siding; sport grounds and tape joint compounds Aniline, caustic soda, ethylene dichloride ("EDC"), methylene diphenyl diisocyanate (“MDI”), polyether polyols, propylene glycol ("PG"), propylene oxide ("PO"), polyurethane systems, vinyl chloride monomer ("VCM"), AQUASET ™ Acrylic Thermosetting Resins, DOW ™ Latex Powder, RHOPLEX ™ and PRIMAL ™ Acrylic Emulsion Polymers, WALOCEL ™ Cellulose Ethers Aniline, benzene, carbon monoxide, caustic soda, cell effluent, cellulose, chlorine, electric power, ethylene, hydrogen peroxide, propylene Arkema, Ashland, BASF, Covestro, Eastman, Huntsman, INEOS, LyondellBasell, Wanhua Joint Ventures This segment includes a portion of the Company's share of the results of EQUATE, TKOC, Map Ta Phut and Sadara. 10 Table of Contents Current and Future Investments The Company continues to make investments to enhance competitiveness and increase underlying mid-cycle earnings in its Polyurethanes & Construction Chemicals and Industrial Solutions businesses.
PRINCIPAL PARTLY OWNED COMPANIES The Company’s principal nonconsolidated affiliates at December 31, 2024, including direct and indirect ownership interest for each, are listed below: Principal Nonconsolidated Affiliate Country Ownership Interest Business Description EQUATE Petrochemical Company K.S.C.C.
PRINCIPAL PARTLY OWNED COMPANIES The Company’s principal nonconsolidated affiliates at December 31, 2025, including direct and indirect ownership interest for each, are listed below: Principal Nonconsolidated Affiliate Country Ownership Interest Business Description EQUATE Petrochemical Company K.S.C.C.
That is why Dow has established three guiding principles that define its Total Rewards strategy: 1) ensuring programs are market competitive; 2) providing employees with offerings that align with their preferences to promote their financial, mental and physical well-being; and 3) offering programs that drive a performance-oriented, results-based culture that enables long-term shareholder value creation.
That is why Dow has established three guiding principles that define its Total Rewards strategy: 1) ensuring programs are market competitive; 2) providing employees with offerings that promote their financial, mental and physical well-being; and 3) offering programs that drive a performance-oriented, results-based culture that enables long-term shareholder value creation.
TDCC: President, Packaging & Specialty Plastics since December 2024; Business Vice President for Olefins, Aromatics & Alternatives and Univation Technologies from July 2018 to December 2024. Andrea L. Dominowski, 50 Controller and Vice President of Controllers 2024 DOW INC.: Controller and Vice President of Controllers since February 2024.
TDCC: President, Packaging & Specialty Plastics since December 2024; Business Vice President for Olefins, Aromatics & Alternatives and Univation Technologies from July 2018 to December 2024. Andrea L. Dominowski, 51 Controller and Vice President of Controllers 2024 DOW INC.: Controller and Vice President of Controllers since February 2024.
TDCC: Chief Operating Officer since December 2024; President, Packaging & Specialty Plastics from November 2022 to December 2024; Chief Human Resources Officer from October 2018 to November 2022; Chief Inclusion Officer from July 2017 to November 2022. Keith Cleason, 58 President, Packaging & Specialty Plastics 2024 DOW INC.: President, Packaging & Specialty Plastics since December 2024.
TDCC: Chief Operating Officer since December 2024; President, Packaging & Specialty Plastics from November 2022 to December 2024; Chief Human Resources Officer from October 2018 to November 2022; Chief Inclusion Officer from July 2017 to November 2022. Keith Cleason, 59 President, Packaging & Specialty Plastics 2024 DOW INC.: President, Packaging & Specialty Plastics since December 2024.
Carter, 54 Chief Operating Officer 2019 DOW INC.: Chief Operating Officer since December 2024; President, Packaging & Specialty Plastics from November 2022 to December 2024; Chief Human Resources Officer and Chief Inclusion Officer from April 2019 to November 2022.
Carter, 55 Chief Operating Officer 2019 DOW INC.: Chief Operating Officer since December 2024; President, Packaging & Specialty Plastics from November 2022 to December 2024; Chief Human Resources Officer and Chief Inclusion Officer from April 2019 to November 2022.
The Company is party to a substantial number of patent licenses, including intellectual property cross-license agreements and other technology agreements, and also has a substantial number of trademarks and 14 Table of Contents trademark registrations in the United States and in other countries, including the “Dow in Diamond” trademark.
The Company is party to a substantial number of patent licenses, including intellectual property cross-license agreements and other technology agreements, and also has a substantial number of trademarks and trademark registrations in the United States and in other countries, including the “Dow in Diamond” trademark.
The business supports manufacturers across a large variety of end-markets, notably coatings; detergents and cleaners; crop protection; consumer health; electronics; oil and gas; inks; lubricants and fluids. The business is a leading producer of purified ethylene oxide, amines, solvents and glycol ethers.
The business supports manufacturers and operators across a large variety of end-markets, notably coatings; crop protection; consumer health; data centers; detergents and cleaners; electronics; inks; lubricants and fluids; and oil and gas. The business is a leading producer of purified ethylene oxide, amines, solvents, glycol ethers and alkoxylates.
Dow adapts its programs for geography-specific requirements, as well as cultural standards and expectations. Employee Engagement, Learning and Development Throughout an employee’s career, the Company supports development through a blend of learning approaches including in-person and virtual trainings, digital learning platforms, on-the-job training and a series of leadership development programs. The Company launched a new skills framework in 2024.
Dow adapts its programs for geography-specific requirements, as well as cultural standards and expectations. Employee Engagement, Learning and Development Throughout an employee’s career, the Company supports development through a blend of learning approaches including in-person and virtual trainings, digital learning platforms, on-the-job training and a series of leadership development programs.
Dow’s 10 ERGs represent a workforce rich in diversity of thought, perspectives and backgrounds. Dow’s ERGs help develop a high-performance workplace culture and cultivate a positive employee experience that supports business growth. ERG participation is voluntary and open to the Company's total workforce with strong allyship representation. Senior leaders serve as executive sponsors for each ERG.
Dow’s 10 ERGs represent a workforce rich in diversity of thought, perspectives and backgrounds. Dow’s ERGs help develop a high-performance workplace culture and cultivate a positive employee experience that improves employee satisfaction and retention. ERG participation is voluntary and open to the Company's total workforce with strong allyship representation. Senior leaders serve as executive sponsors for each ERG.
The Company had adequate supplies of raw materials in 2024 and expects to continue to have adequate supplies of raw materials in 2025.
The Company had adequate supplies of raw materials in 2025 and expects to continue to have adequate supplies of raw materials in 2026.
In 2024, the Company achieved an Occupational Safety and Health Administration Total Recordable Injury and Illness Rate of 0.18, based upon the number of incidents per 200,000 work hours for employees and contractors globally.
In 2025, the Company achieved an Occupational Safety and Health Administration Total Recordable Injury and Illness Rate of 0.20, based upon the number of incidents per 200,000 work hours for employees and contractors globally.
Corporate contains the reconciliation between the totals for the operating segments and the Company's totals. The Company did not aggregate any operating segments when determining its reportable segments. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 25 to the Consolidated Financial Statements for additional information concerning the Company’s operating segments.
The Company did not aggregate any operating segments when determining its reportable segments. See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 25 to the Consolidated Financial Statements for additional information concerning the Company’s operating segments.
In addition, the Company completed the expansion of propylene glycol capacity at the existing joint venture facility in Map Ta Phut, Thailand by 80,000 metric tons per year, bringing total capacity to 250,000 metric tons per year, the largest propylene glycol plant in the region.
In 2025, the Company benefited from the expansion of propylene glycol capacity at the existing joint venture facility in Map Ta Phut, Thailand, by 80,000 metric tons per year, bringing total capacity to 250,000 metric tons per year, the largest propylene glycol plant in the region.
Dow will be the main recipient of the product produced at this site. • Dow continued to collaborate with X-energy, a nuclear energy innovation company, to advance the design of the previously announced advanced small modular reactor nuclear project at the Seadrift Operations manufacturing site in Texas, which includes developing a construction permit application for submittal to the Nuclear Regulatory Commission.
Dow will be the main recipient of the product produced at this site. • Dow continued to collaborate with X-energy, a nuclear energy innovation company, to advance the design of the previously announced advanced small modular reactor nuclear project at the Seadrift Operations manufacturing site in Texas, which included submitting a construction permit application to the Nuclear Regulatory Commission in 2025.
TDCC: Chief Human Resources Officer since November 2022; Senior Global Human Resources Director for Finance, Legal, Public Affairs, and Government Affairs from May 2020 to November 2022; North America Human Resources Director from February 2019 to May 2020. Karen S.
TDCC: Chief Human Resources Officer since November 2022; Senior Global Human Resources Director for Finance, Legal, Public Affairs, and Government Affairs from May 2020 to November 2022. Karen S.
This includes applications for appliances; furniture; bedding; refrigerated transport; building insulation panels; automotive seat cushions and acoustics; and aircraft deicing fluids. The CAV business provides chlorine and caustic soda supply and markets caustic soda, a valuable co-product of the chlor-alkali manufacturing process, ethylene dichloride and vinyl chloride monomer.
This includes applications for appliances; furniture; bedding; footwear; refrigerated transport; building insulation panels; electric vehicle battery assembly; automotive seat cushions and acoustics; and aircraft deicing fluids. The CAV business provides chlorine and caustic soda, a valuable co-product of the chlor-alkali manufacturing process, ethylene dichloride and vinyl chloride monomer.
DOW EUROPE GMBH: President, EMEAI 1 from July 2024 to December 2024; Commercial Vice President for Packaging & Specialty Plastics for Europe, Middle East, and Africa from November 2019 to July 2024. Lisa Bryant, 49 Chief Human Resources Officer 2022 DOW INC.: Chief Human Resources Officer since November 2022.
TDCC: President, Industrial Intermediates & Infrastructure since December 2024. DOW EUROPE GMBH: President, EMEAI 1 from July 2024 to December 2024; Commercial Vice President for Packaging & Specialty Plastics for Europe, Middle East, and Africa from November 2019 to July 2024. Lisa Bryant, 50 Chief Human Resources Officer 2022 DOW INC.: Chief Human Resources Officer since November 2022.
At December 31, 2024, the Company owned approximately 4,000 active U.S. patents and 27,000 active foreign patents as follows: Remaining Life of Patents Owned at Dec 31, 2024 United States Rest of World Within 5 years 700 4,200 6 to 10 years 1,400 9,200 11 to 15 years 1,500 12,200 16 to 20 years 400 1,400 Total 4,000 27,000 The Company’s primary purpose in obtaining patents is to protect the results of its research for use in operations and licensing.
At December 31, 2025, the Company owned approximately 3,900 active U.S. patents and 25,800 active foreign patents as follows: Remaining Life of Patents Owned at Dec 31, 2025 United States Rest of World Within 5 years 800 4,700 6 to 10 years 1,200 8,800 11 to 15 years 1,400 11,300 16 to 20 years 500 1,000 Total 3,900 25,800 The Company’s primary purpose in obtaining patents is to protect the results of its research for use in operations and licensing.
In addition, Dow has a Paid Time Off Policy which provides employees time off to volunteer and engage in ERG activities. In 2024, 61 percent of Dow’s workforce and 97 percent of Dow people leaders participated in at least one ERG.
In addition, Dow has a Paid Time Off Policy which provides employees time off to volunteer in the community and engage in ERG activities. In 2025, 61 percent of Dow’s workforce and 96 percent of Dow people leaders participated in at least one ERG.
Additionally, the Company's Transform the Waste target aims to transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually by 2030.
Additionally, the Company's circularity targets aim to transform plastic waste and other forms of alternative feedstock to commercialize 3 million metric tons of circular and renewable solutions annually by 2030.
Consumer Solutions Consumer Solutions consists of two businesses: Performance Silicones & Specialty Materials and Silicone Feedstocks & Intermediates. The Performance Silicones & Specialty Materials business delivers an unmatched portfolio of performance-enhancing materials to meet the diverse needs of customers in fast-growing markets, including infrastructure; consumer and electronics; industrial and chemical processing; mobility; and home and personal care.
Consumer Solutions Consumer Solutions consists of two businesses: Performance Silicones & Specialty Materials and Silicone Feedstocks & Intermediates. The Performance Silicones & Specialty Materials business delivers a comprehensive portfolio of performance-enhancing products to meet the diverse needs of customers in high-growth markets, including consumer and electronics; home and personal care; industrial and chemical processing; infrastructure; and mobility.
TDCC: Controller and Vice President of Controllers since February 2024; Global Business Director for Silicone Feedstocks & Intermediates from August 2020 to February 2024; Regional Finance Director for North America from January 2018 to August 2020. Jim Fitterling, 63 Chair and Chief Executive Officer 2018 DOW INC.: Chair since April 2020; Chief Executive Officer since August 2018.
TDCC: Controller and Vice President of Controllers since February 2024; Global Business Director for Silicone Feedstocks & Intermediates from August 2020 to February 2024. Jim Fitterling, 64 Chair and Chief Executive Officer 2018 DOW INC.: Chair since April 2020; Chief Executive Officer since August 2018. TDCC: Chair since April 2020; Chief Executive Officer since July 2018.
Dow has implemented and continues to expand on its multi-decade targets intended to put the Company on a path to achieve a sustainable future, which include the following: • By 2030: ◦ Dow will reduce its net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons compared with its 2020 baseline, representing a 15 percent reduction from 2020 and a 30 percent reduction in GHG emissions since 2005. ◦ Dow will implement a robust land management strategy.
By focusing on these areas, Dow aims to enhance transparency, foster a culture of integrity and align with shareholder interests. 16 Table of Contents Dow has implemented and continues to expand on its multi-decade targets intended to put the Company on a path to achieve a sustainable future, which include the following: • By 2030: ◦ Dow will reduce its net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons compared with its 2020 baseline, representing a 15 percent reduction from 2020 and a 30 percent reduction in GHG emissions since 2005. ◦ Dow will implement a robust land management strategy.
The skills framework is aligned to enterprise competencies that support Dow's ambition. Additionally, the skills-valued focus increases the transparency of skills needed for current and future jobs and is embedded in talent practices to support employee growth, development and skill building for evolving business needs.
The Company's skills framework is aligned to enterprise competencies that support Dow's ambition. Additionally, this skills-valued focus increases the transparency of skills needed for current and future jobs and is embedded in talent practices such as goal setting, interviewing for new roles and applications for project work. This approach supports employee growth, development and skill building for evolving business needs.
SIGNIFICANT CUSTOMERS AND PRODUCTS All products and services are marketed primarily through the Company’s sales force, although in some instances more emphasis is placed on sales through distributors. In 2024, no significant portion of the Company's sales was dependent upon a single customer.
SIGNIFICANT CUSTOMERS AND PRODUCTS All products and services are marketed primarily through the Company’s sales force, although in some instances more emphasis is placed on sales through distributors.
The Company continues to make targeted incremental investments strategically focused on higher-return and faster-payback projects that will require lower levels of capital investment in both the Coatings & Performance Monomers and Consumer Solutions businesses. These investments aim to expand manufacturing capacity, capabilities and efficiency, which further enhance competitiveness across end-markets.
The Company continues to make targeted incremental investments strategically focused on higher return and faster payback projects that require lower levels of capital investment in both the Coatings & Performance Monomers and Consumer Solutions businesses.
The strategic review is expected to be completed in 2025. 11 Table of Contents PERFORMANCE MATERIALS & COATINGS The Performance Materials & Coatings operating segment includes industry-leading franchises that deliver a wide array of solutions into consumer, infrastructure and mobility end-markets. The segment consists of two global businesses: Coatings & Performance Monomers and Consumer Solutions.
The impairment charge included $232 million related to Industrial Intermediates & Infrastructure. 11 Table of Contents PERFORMANCE MATERIALS & COATINGS The Performance Materials & Coatings operating segment includes industry-leading franchises that deliver a wide array of solutions into consumer, infrastructure and mobility end-markets. The segment consists of two global businesses: Coatings & Performance Monomers and Consumer Solutions.
Dow maintains active Crisis Management Teams at the corporate level and in each region where the Company operates to ensure appropriate plans are in place in the event of natural disasters or other emergencies.
Dow maintains active Crisis Management Teams at the corporate level and in each region where the Company operates to ensure appropriate plans are in place in the event of natural disasters or other emergencies. Inclusion At Dow, creating an inclusive culture that empowers every employee is a business imperative and a key pillar of the Company's ambition.
Also, as part of its circular strategy, the Polyurethanes & Construction Chemicals business commercializes mass-balanced circular feedstock solutions, SPECFLEX TM CIR, for mobility applications. • In support of customer requests to reduce Scope 3 emissions, the Polyurethanes & Construction Chemicals business successfully launched propylene glycol and CAV low-carbon offerings under Dow's DECARBIA TM portfolio of reduced carbon materials, in which the decarbonization potential reaches from more than 40 percent to well above 90 percent depending on product grades. • Dow announced a strategic review of select assets in Europe, primarily certain polyurethanes assets within the Industrial Intermediates & Infrastructure segment, as part of an effort to continue to optimize its global asset footprint.
Also, as part of its circular strategy, the Polyurethanes & Construction Chemicals business commercializes mass-balanced circular feedstock solutions, SPECFLEX TM CIR Polyol, for mobility applications. • In support of customer needs to reduce Scope 3 emissions, the Polyurethanes & Construction Chemicals business successfully commercialized propylene glycol and CAV low-carbon offerings, at scale, under Dow's Decarbia TM portfolio of reduced carbon materials, in which the decarbonization potential reaches from 40 percent to 90 percent depending on product grades.
PATENTS, LICENSES AND TRADEMARKS The Company continually applies for and obtains U.S. and foreign patents and has a substantial number of pending patent applications throughout the world.
In 2025, no significant portion of the Company's sales was dependent upon a single customer. 14 Table of Contents PATENTS, LICENSES AND TRADEMARKS The Company continually applies for and obtains U.S. and foreign patents and has a substantial number of pending patent applications throughout the world.
The Company supports an innovative, sustainable and inclusive future where its communities can thrive, everyone has equitable access to careers in science, technology, engineering and math and skilled trades, and employees are empowered to accelerate change.
Dow is committed to building an innovative, inclusive and more sustainable future; one where communities thrive; everyone has equitable access to science, technology, engineering and math ("STEM") and skilled trades careers; and employees are empowered to accelerate positive social change through volunteerism.
The Company's values of Respect for People, Integrity and Protecting Our Planet are fundamental beliefs that are ingrained in each action taken, can never be compromised and are the foundation of the Company's Code of Conduct. 16 Table of Contents The Company is dedicated to employee health and safety and is invested in fostering a culture of inclusion and continuous learning while supporting its employees through its Total Rewards plans and programs to ensure all Dow employees are respected, valued and encouraged to make their fullest contribution.
The Company is dedicated to employee health and safety and is invested in fostering a culture of inclusion and continuous learning while supporting its employees through its Total Rewards plans and programs to ensure all Dow employees are respected, valued and encouraged to make their fullest contribution.
Annually, all employees have the opportunity to provide feedback on employee experience and offer insights into how to improve Dow’s working culture through a global employee opinion survey. A key component of the survey is an opportunity for employees to provide feedback on the effectiveness of their direct leader. In 2024, 73 percent of employees responded to the annual survey.
Annually, all employees have the opportunity to provide feedback on employee experience and offer insights into how to improve Dow’s working culture through a global employee opinion survey. The survey covers topics such as workplace culture, leadership effectiveness, the work environment and overall employee satisfaction. In 2025, 64 percent of employees responded to the annual survey.
Wilson, 54 General Counsel and Corporate Secretary 2018 DOW INC.: General Counsel and Corporate Secretary since April 2019. TDCC: General Counsel since October 2018; Corporate Secretary since February 2015. 1. Europe, Middle East, Africa and India. 20 Table of Contents
LEGGETT & PLATT INCORPORATED: Executive Vice President and Chief Financial Officer from September 2019 to June 2023. Amy E. Wilson, 55 General Counsel and Corporate Secretary 2018 DOW INC.: General Counsel and Corporate Secretary since April 2019. TDCC: General Counsel since October 2018; Corporate Secretary since February 2015. 1. Europe, Middle East, Africa and India. 20 Table of Contents
TDCC: President, Performance Materials & Coatings since April 2024; Business Vice President, Dow Industrial Solutions from February 2020 to April 2024; Global Business Director, Dow Industrial Solutions from January 2017 to February 2020. John M. Sampson, 64 Senior Vice President, Operations, Manufacturing & Engineering 2021 DOW INC.: Senior Vice President, Operations, Manufacturing & Engineering since October 2020.
Brendy Lange, 42 President, Performance Materials & Coatings 2024 DOW INC.: President, Performance Materials & Coatings since April 2024. TDCC: President, Performance Materials & Coatings since April 2024; Business Vice President, Dow Industrial Solutions from February 2020 to April 2024. John M.
The results are published internally on a quarterly basis and reviewed regularly by management with the Compensation and Leadership Development Committee of the Board. 17 Table of Contents Global pay disparity studies have been conducted at Dow for over 20 years to assess fair treatment between genders and between U.S. ethnic minorities and non-minorities and to ensure Dow’s pay practices are being implemented as intended.
Global pay disparity studies have been conducted at Dow for over 20 years to assess fair treatment between genders and between U.S. ethnic minorities and non-minorities and to ensure Dow’s pay practices are being implemented as intended. The results have been publicly disclosed within the Company's annual INtersections Report.
As a global company with a diverse team, Dow aims to ensure employees have access to resources that allow them to meet their unique needs.
The Company is committed to aligning its strategy and culture with the needs of its employees and optimizing the investment Dow makes in Total Rewards. 18 Table of Contents As a global company with a diverse team, Dow aims to ensure employees have access to resources that allow them to meet their unique needs.
Inclusion, Diversity & Equity At Dow, inclusion, diversity and equity (“ID&E”) is a business imperative evidenced by inclusion serving as a core pillar of the Company's ambition statement. A strategic and intentional focus on ID&E not only enhances the employee experience and satisfaction, but it also supports innovation, customer experience and understanding of the communities the Company serves.
A strategic and intentional focus on inclusion not only enhances the employee experience and satisfaction, but it also supports innovation, customer experience and an understanding of the communities the Company serves.
These are significant accomplishments that represent only two of the many awards the Company received related to its efforts in ID&E. Dow's strategic ID&E efforts are directed by its Chief Inclusion Officer and Office of Inclusion, which supports implementation throughout Dow’s businesses, functions and regions.
Dow's strategic inclusion efforts are directed by its Chief Inclusion Officer and Office of Inclusion, which supports implementation throughout Dow’s businesses, functions and regions.
Employees who self-identify as White are considered U.S. Non-Minority. Additional information regarding Dow’s human capital measures can be found in the Company's annual INtersections Report, as well as Dow's U.S. Equal Employment Opportunity Report (EEO-1), accessible through the Inclusion and Diversity webpage at www.dow.com/diversity . Dow’s website and its content are not deemed incorporated by reference into this report.
Additional information regarding Dow’s human capital measures can be found in the Company's annual INtersections Report, as well as Dow's U.S. Equal Employment Opportunity Report (EEO-1), accessible through the Corporate Reporting webpage at https:/ / www.corporate.dow.com/en-us/about-dow/corporate-reporting .
This additional capacity came online in March 2024 and will support customer growth for food and pharma applications. In 2024, the Industrial Solutions business continued to ramp up previously completed investments on the U.S.
This additional capacity came online in 2024 and continues to support customer growth for food and pharma applications. In 2025, the Industrial Solutions business successfully completed investments to expand alkoxylation capacity in the United States and similarly, mechanically completed investments in Europe and will begin product qualification and ramp-up activities in early 2026.
Driving Accountability and Best-in-Class Performance Dow exercises strong corporate governance through transparency, risk management, effective leadership, ethical compliance and behavior, and stakeholder feedback and management. Dow’s approach to corporate governance is centered on its core values and helps create and maintain a culture that supports long-term success, strengthens decision-making and builds trust in the Company.
Dow’s approach to corporate governance is centered on its core values and helps create and maintain a culture that supports long-term success, strengthens decision-making and builds trust in the Company. Key areas include the depth and range of experiences of Dow's Board of Directors, stakeholder engagement, enterprise risk management, compensation practices, and ethics and compliance programs.
As part of the Company’s total worker health strategy, employees have access to occupational health services at no cost through on-site, Company-managed clinics at its manufacturing locations or an offsite provider overseen by Dow Occupational Health.
This data is reviewed regularly by management and the EHS&T Committee of the Board, is visible to all employees and is built into digital dashboards that include actual injury information for every Dow location around the world. 17 Table of Contents As part of the Company’s total worker health strategy, employees have access to occupational health services at no cost through on-site, Company-managed clinics at its manufacturing locations or an offsite provider overseen by Dow Occupational Health.
OTHER ACTIVITIES The Company engages in property and casualty insurance and reinsurance primarily through its Liana Limited subsidiaries. 19 Table of Contents EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is information related to the Company's executive officers as of February 4, 2025: Name, Age Present Position with Registrant Year Elected as Executive Officer of Dow Inc.
EXECUTIVE OFFICERS OF THE REGISTRANT Set forth below is information related to the Company's executive officers as of February 3, 2026: Name, Age Present Position with Registrant Year Elected as Executive Officer of Dow Inc.
Dow’s Total Rewards are designed to support all aspects of its employees – their compensation, future, health, life and career. The Company is committed to aligning its strategy and culture with the needs of its employees and optimizing the investment Dow makes in Total Rewards.
The Total Rewards plans and programs are structured to attract, retain and motivate Dow’s employees. Dow’s Total Rewards are designed to support all aspects of its employees – their compensation, future, health, life and career.
That is why Dow is actively aligning its business and sustainability strategy, operational footprint, product offerings and technologies to unlock new sustainable growth opportunities within the markets it serves and deliver long-term value to its stakeholders.
See Note 11 to the Consolidated Financial Statements for additional information regarding nonconsolidated affiliates. 15 Table of Contents COMMITMENT TO SUSTAINABILITY Dow is actively aligning its business and sustainability strategy, operational footprint, product offerings and technologies to unlock new sustainable growth opportunities within the markets it serves and create value growth for its shareholders.
Learn more about Dow's ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com . BUSINESS SEGMENTS AND PRODUCTS The Company conducts its worldwide operations through six global businesses which are organized into the following operating segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings.
BUSINESS SEGMENTS AND PRODUCTS The Company conducts its worldwide operations through six global businesses which are organized into the following operating segments: Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure and Performance Materials & Coatings. Corporate contains the reconciliation between the totals for the operating segments and the Company's totals.
These include: • Construction of the world's first net-zero Scope 1 and 2 carbon dioxide equivalent ("CO 2 e") emissions integrated ethylene and derivatives complex in Alberta, Canada.
Gulf Coast, based on Dow’s proprietary process technologies, to meet consumer-driven demand in specialty packaging, health and hygiene, and industrial and consumer packaging applications, was completed in 2025. • Construction of the world's first net-zero Scope 1 and 2 carbon dioxide equivalent ("CO 2 e") emissions integrated ethylene and derivatives complex in Alberta, Canada.
The Company also further advanced applications in data center cooling with DOWFROST TM LC Heat Transfer Fluid, which is specifically formulated for liquid-cooled, direct-to-chip applications and provides exceptional corrosion protection, freeze protection and ensures a long life-span of the system.
Gulf Coast and in Europe to expand capacity of specialty amines and alkoxylation chemistries to serve fast-growing energy transition, pharmaceutical, home care, cleaning and agriculture end-markets. • The Industrial Solutions business further advanced applications in data center cooling with DOWFROST TM LC heat transfer fluid, which is specifically formulated for liquid-cooled, direct-to-chip applications and provides exceptional corrosion protection and freeze protection and ensures a long life-span of the system. • The Polyurethanes & Construction Chemicals business continued to scale key projects aligned with its long-term sustainability goals.
The results have been publicly disclosed within the Company's annual INtersections Report. As part of Dow’s ID&E efforts, the Company will continue to conduct annual pay gap studies and actively engage with an external partner to further develop and continue to apply best practices.
As part of Dow’s inclusion efforts, the Company will continue to conduct annual pay gap studies and actively engage with an external partner to further develop and continue to apply best practices. Total Rewards To achieve Dow’s ambition, the Company invests in its people, who are at the heart of the Company, through its Total Rewards plans and programs.
This collaboration agreement with Reciclar S.A. spans three years and aims to improve the capacity of Reciclar S.A. to process waste on a larger scale and produce high-quality post-consumer plastic materials under the REVOLOOP TM brand. • Dow has several renewable power agreements in place globally that continue to support progress toward its goal to reduce net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons by 2030.
Construction at the site progressed during 2025. • Dow has several renewable power agreements in place globally that continue to support progress toward its goal to reduce net annual Scope 1 and 2 CO 2 e emissions by 5 million metric tons by 2030.
The feedback received through this annual survey and additional quarterly checkpoint surveys is used to drive actions to improve the overall Dow experience for employees across the Company, as well as to support continuous improvement in leader effectiveness. 18 Table of Contents At December 31, 2024, the Company permanently employed approximately 36,000 people on a full-time basis. * U.S. ethnic minorities include employees who self-identify as American Indian or Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or other Pacific Islander, or two or more races.
At December 31, 2025, the Company permanently employed approximately 34,600 people on a full-time basis. * U.S. ethnic minorities include employees who self-identify as American Indian or Alaskan Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or other Pacific Islander, or two or more races. Employees who self-identify as White are considered U.S. Non-Minority.
This project is expected to deliver 2 million metric tons of organic growth in attractive, high-end markets while decarbonizing 20 percent of Dow's global ethylene capacity. • Construction of a world-scale polyethylene unit on the U.S.
This project is expected to deliver 2 million metric tons of organic growth in attractive, high-end markets while decarbonizing 20 percent of Dow's global ethylene capacity. • Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste challenge and advance circularity via circular feedstocks, which are converted into recycled plastics.
The Company's capital strategy is aligned with industry trends to further expand investments focused on accelerating end-markets, including electronics, infrastructure and mobility.
As part of this portfolio, the Coatings & Performance Monomers business continues to make significant advancements in architectural coatings innovation that provide both performance and sustainability benefits. The Company's capital strategy is aligned with industry trends to expand investments focused on growth in certain end-markets, including electronics, infrastructure and mobility.
The Company also invests in upstream manufacturing technologies to reduce facility emissions and, where necessary, restricts downstream uses of some substances. Cultivating a Thriving Team and Community Dow is committed to lead with inclusion, elevate its focus on diversity and embed equity into its practices, policies and processes for breakthrough results.
Dow is also focused on utilizing its strong innovation pipeline to develop safer materials or reduce or eliminate priority substances in its products. The Company invests in upstream manufacturing technologies to reduce facility emissions and, where necessary, restricts downstream uses of some substances.
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. ABOUT DOW Dow is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications.
ABOUT DOW Dow is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. The Company's global breadth, asset integration and scale, customer-focused innovation and leading business positions enable it to achieve profitable growth and help deliver a sustainable future.
HEH and its shareholders approved the final investment decision for this project on March 4, 2024. The HEH consortium plans to build, own, and operate an import terminal for liquified gases onsite at Dow's Stade, Germany industrial park. The zero-emission terminal will be co-located with Dow's facilities in Stade.
The HEH consortium plans to build, own, and operate an import terminal for liquified gases onsite at Dow's Stade, Germany, industrial park. Dow provided land for the construction of the zero-emission terminal and will provide 8 Table of Contents infrastructure services, off-gas heat, site services and mutual harbor use rights.
It focuses resources on delivering valuable differentiation via market-driven innovations and sustainable solutions, which address lower-carbon footprint and circularity goals while enabling continued growth. The Silicone Feedstocks & Intermediates business focuses on maximizing productivity and optimizing margins by leveraging Dow’s scale and global reach.
It focuses on delivering innovative, market-driven solutions that provide meaningful differentiation, supported by world-scale operations. The Silicone Feedstocks & Intermediates business is dedicated to maximizing productivity and optimizing margins by leveraging Dow's global scale and reach. It produces silicon metal, siloxanes and intermediates, which are critical materials for manufacturing differentiated downstream silicone products.
TDCC: Chief Technology Officer since October 2015; Senior Vice President of Research & Development since August 2013. Jeffrey L. Tate, 55 Chief Financial Officer 2023 DOW INC.: Chief Financial Officer since November 2023. TDCC: Chief Financial Officer since November 2023. LEGGETT & PLATT INCORPORATED: Executive Vice President and Chief Financial Officer from September 2019 to June 2023. Amy E.
Sampson, 65 Senior Vice President of Operations, Manufacturing & Engineering 2021 DOW INC.: Senior Vice President, Operations, Manufacturing & Engineering since October 2020. TDCC: Senior Vice President, Operations, Manufacturing & Engineering since October 2020. Jeffrey L. Tate, 56 Chief Financial Officer 2023 DOW INC.: Chief Financial Officer since November 2023. TDCC: Chief Financial Officer since November 2023.
The investments will include alkoxylation capacity expansions and finishing capabilities, investments to support growth in polyurethane systems and efficiency improvements around the world. In 2024, the Company benefited from the completion of an integrated MDI distillation and prepolymers facility along the U.S.
The investments include alkoxylation capacity expansions, and finishing capabilities and efficiency improvements in its polyurethanes systems and other assets around the world.
The additional capacity is needed to support increasing demand across a wide range of fast-growing end-markets where the Company is delivering 10 percent to 15 percent annual growth rates, from home and personal care to industrial and institutional cleaning solutions and pharmaceuticals.
These investments built on previously completed capacity expansions, collectively increasing the Company's global alkoxylation capacity by 70 percent versus the 2020 baseline. The additional capacity supports increasing demand across a wide range of fast-growing end-markets including home and personal care, industrial and institutional cleaning solutions and pharmaceuticals. The investments are supported by supply agreements with customers, including leading consumer brands.
Growth investments drive realization of the Company's broad product innovation portfolio where over 90 percent of projects deliver sustainability benefits. As part of this portfolio, the Coatings & Performance Monomers business continues to make significant strides in advancing architectural coatings innovations that provide both performance and sustainability benefits.
These investments aim to expand manufacturing capacity, capabilities and efficiency, which further enhance competitiveness across end-markets, particularly in consumer and electronics for data center and mobility applications. Growth investments drive realization of the Company's broad product innovation portfolio where over 90 percent of projects deliver sustainability benefits.
Other Business Experience since January 1, 2020 Marco ten Bruggencate, 51 President, Industrial Intermediates & Infrastructure 2024 DOW INC.: President, Industrial Intermediates & Infrastructure since December 2024. TDCC: President, Industrial Intermediates & Infrastructure since December 2024.
TDCC: Chief Technology & Sustainability Officer since January 2026; Chief Sustainability Officer and Vice President of EHS&S from March 2022 to January 2026; Vice President of Research and Development from May 2018 to March 2022. Marco ten Bruggencate, 52 President, Industrial Intermediates & Infrastructure 2024 DOW INC.: President, Industrial Intermediates & Infrastructure since December 2024.
The partnership supports Dow's efforts towards the Transform the Waste target. • The first Mura plant in the United Kingdom commenced commissioning of its 20,000 metric ton advanced recycling facility in the fourth quarter of 2024 and will begin feedstock production in 2025.
This project demonstrates how Dow’s circularity approach can be adapted to practical, high-volume uses without compromising product performance or consumer experience. • The first Mura plant in the United Kingdom completed commissioning of its 20,000 metric ton advanced recycling facility in the fourth quarter of 2024 and began initial feedstock production in 2025, with continuous supply expected in 2026 as the plant continues to optimize its start-up process.
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The Company's global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enables the Company to achieve profitable growth and help deliver a sustainable future. Dow operates manufacturing sites in 30 countries and employs approximately 36,000 people. In 2024, Dow delivered sales of approximately $43 billion.
Added
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.
Removed
Gulf Coast, based on Dow’s proprietary process technologies, to meet consumer-driven demand in specialty packaging, health and hygiene, and industrial and consumer packaging applications. • Ongoing collaboration with Mura Technology (“Mura”) to help solve the global plastics waste challenge and advance circularity via circular feedstocks, which are converted into recycled plastics.
Added
Dow operates manufacturing sites in 29 countries and employs approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. Learn more about Dow at www.dow.com .
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As part of that strategy, Dow completed or progressed the following investments in 2024: • Dow acquired Circulus Holdings, LLC, a U.S. mechanical recycling company that converts plastic waste into post-consumer resin.
Added
These include: • Construction of a world-scale polyethylene unit on the U.S.
Removed
This acquisition includes two facilities in the United States with a total recycling capacity of 50,000 metric tons per year and supports Dow's efforts towards the Transform the Waste target. • Dow completed the sale of its flexible packaging laminating adhesives business in 2024 to Arkema, S.A.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+15 added−5 removed52 unchanged
Biggest changeIncreased global cybersecurity vulnerabilities, threats and targeted cyberattacks, which are becoming more sophisticated as attackers increase their utilization of developing techniques and tools, including AI, continue to pose risks to the Company’s products, systems and networks, and the confidentiality, availability and integrity of the Company’s data. These vulnerabilities also expose the Company’s customers, suppliers and third-party service providers to loss.
Biggest changeThese systems may also be used to collect and process sensitive customer and personal employee data the Company may be legally required to store, process and protect in accordance with complex country- and territory-specific laws that continue to evolve, violations of which could result in significant criminal or civil sanctions, investigations, or enforcement actions. 25 Table of Contents Increased global cybersecurity vulnerabilities, threats and targeted cyberattacks, which are becoming more sophisticated as attackers increase their utilization of developing techniques and tools, including AI, continue to pose risks to the Company’s products, systems and networks, and the confidentiality, availability and integrity of the Company’s data, and may surpass the Company's current safeguards.
The Company relies on various information systems, including information systems operated by third-parties which may also include embedded artificial intelligence ("AI"), to support safe, efficient and reliable business and operating processes and activities and to safeguard its proprietary information assets, including trade secrets, know-how and other sensitive, business critical information.
The Company relies on various information systems, including information systems operated by third-parties and which may also include embedded artificial intelligence ("AI"), to support safe, efficient and reliable business and operating processes and activities and to safeguard its proprietary information assets, including trade secrets, know-how and other sensitive, business critical information.
While the Company has processes in place to minimize the risks and impacts of such events, such unplanned future events could negatively impact the Company’s results of operations. Raw Materials: Availability of purchased feedstock and energy, and the volatility of these costs, impact Dow’s operating costs and add variability to earnings.
While the Company has processes in place to minimize the risks and impacts of such events, such unplanned future events could negatively impact the Company’s results of operations. Raw Materials and Energy: Availability of purchased feedstock and energy, and the volatility of these costs, impact Dow’s operating costs and add variability to earnings.
Economic conditions around the world, and in certain industries and geographic regions in which the Company does business, also impact sales price and volume and affect the efficacy of the Company's supply chain.
Economic conditions around the world, and in certain industries and geographic regions in which the Company does business, also impact sales price and volume and the efficacy of the Company's supply chain.
Further, the intensity and duration of the conflict in the Middle East and potential expansion of the hostilities in the region are difficult to predict and could disrupt the Company's supply chain operations, which could have a negative impact on the Company's results of operations.
Further, the intensity and duration of conflicts in the Middle East and potential expansion of hostilities in the region are difficult to predict and could disrupt the Company's supply chain operations, which could have a negative impact on the Company's results of operations.
Further, an intergovernmental negotiation committee is in the process of negotiating an international legally binding instrument to end plastic pollution. Dow is one of the world’s largest plastics producers and sells plastic products that continue to enable increasing quality and standards of living and offer significant greenhouse gas reductions compared with alternative solutions.
Further, an intergovernmental negotiation committee is in the process of negotiating an international legally binding instrument to end plastic pollution. 24 Table of Contents Dow is one of the world’s largest plastics producers and sells plastic products that continue to enable increasing quality and standards of living and offer significant greenhouse gas reductions compared with alternative solutions.
These include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy, most notably in Europe; and heightened cybersecurity threats.
These impacts could include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy, most notably in Europe; and heightened cybersecurity threats.
Purchased feedstock and energy costs account for a substantial portion of the Company’s total production costs and operating expenses. The Company purchases hydrocarbon-based raw materials including ethane, propane, butane, naphtha and condensate as feedstocks and purchases certain monomers, primarily ethylene and propylene, to supplement internal production, as well as other raw materials.
Purchased feedstock and energy costs account for a substantial portion of the Company’s total production costs and operating expenses. The Company purchases hydrocarbon-based raw materials including ethane, propane, butane, naphtha and condensate as feedstocks and purchases certain monomers, primarily ethylene and 26 Table of Contents propylene, to supplement internal production, as well as other raw materials.
The Company is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, climate change, greenhouse gas emissions, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials.
The Company is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, climate change, greenhouse gas emissions, and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste 23 Table of Contents materials.
PANDEMIC - RELATED RISKS Public Health Crisis: A public health crisis or global outbreak of disease could have a negative effect on the Company's manufacturing operations, supply chain and workforce, creating business disruptions that could have a substantial negative impact on the Company’s results of operations, financial condition and cash flows.
Public Health Crisis: A public health crisis or global outbreak of disease could have a negative effect on the Company's manufacturing operations, supply chain and workforce, creating business disruptions that could have a substantial negative impact on the Company’s results of operations, financial condition and cash flows.
The execution and achievement of the Company's commitments within projected cost estimates and expected timeframes, including the success of the Company's integrated ethylene cracker and derivatives facility in Alberta, Canada, are subject to risks and uncertainties which include, but are not limited to: advancement, availability, development and affordability of technology necessary to achieve these commitments; unforeseen design, operational and technological difficulties; availability and cost of necessary materials and components; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; changes in public sentiment and political leadership, including government incentives and tax credits to promote emission reductions; and the Company’s ability to comply with changing regulations, taxes, mandates or requirements related to greenhouse gas emissions or other climate-related matters, including prescriptive reporting of climate-related matters.
The execution and achievement of the Company's commitments within projected cost estimates and expected timeframes, including the success of the Company's integrated ethylene cracker and derivatives facility in Alberta, Canada, are subject to risks and uncertainties which include, but are not limited to: advancement, availability, development and affordability of technology necessary to achieve these commitments; unforeseen design, operational and technological difficulties; availability and cost of necessary materials and components; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; changes in public sentiment and political leadership, including government incentives and tax credits to promote emission reductions; the Company’s ability to comply with changing regulations, taxes, mandates or requirements related to greenhouse gas emissions or other climate-related matters, including prescriptive reporting of climate-related matters; and the Company's ability to adequately fund capital expenditures necessary to complete its planned projects.
Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively impact the Company's results of operations. Other non-weather-related unplanned events have also caused disruptions in the 25 Table of Contents Company’s operations at various sites.
Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively impact the Company's results of operations. Other non-weather-related unplanned events have also caused disruptions in the Company’s operations at various sites.
Additionally, political tensions; war, including the ongoing conflicts in the Middle East and between Russia and Ukraine with the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company sells its products could also reduce demand for the Company's products and result in decreased sales volume or supply chain disruptions, which could have a negative impact on the Company’s results of operations.
Additionally, political conditions or tensions; war, invasion or conflict, including the ongoing conflicts in the Middle East and between Russia and Ukraine with the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company operates or sells its products could further reduce demand for the Company's 22 Table of Contents products and result in decreased sales price and volume or supply chain disruptions, which could have a negative impact on the Company’s results of operations.
A public health crisis, including a pandemic similar in nature to coronavirus disease 2019, could impact all geographic regions where Dow products are produced and sold.
A public health crisis, including a pandemic similar in nature to COVID-19, could impact all geographic regions where Dow products are produced and sold.
Also, if the Company’s key suppliers of feedstock and energy are unable to provide the raw materials required for production, it could have a negative impact on the Company’s results of operations.
Also, if the Company’s key suppliers of feedstock and energy, which may include limited or single source suppliers, are unable to provide the raw materials or energy required for production, it could have a negative impact on the Company’s results of operations.
These actions have not had and are not expected to have a material impact on the Company's financial condition or results of operations. However, the fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on the Company’s financial condition, results of operations and cash flows.
These actions have not had and are not expected to have a material impact on the Company's financial condition or results of operations. The situation remains fluid and the ongoing conflict may result in additional economic sanctions or other measures, which could have a negative impact on the Company’s financial condition, results of operations and cash flows.
As a diversified chemical manufacturing company, the Company's operations at each site, including maintenance of its facilities, the transportation of supplies and products, cyberattacks, the Company's limited utilization of AI in its operations, pandemics and other public health-related events or severe weather conditions and other natural phenomena (such as freezing, drought, hurricanes, earthquakes, tsunamis, floods, etc.) could result in an unplanned or unintended event that could be significant in scale and could negatively impact operations, neighbors or the public at large, which could have a negative impact on the Company's results of operations.
As a diversified chemical manufacturing company, the Company's operations at each site, including maintenance of its facilities; the transportation of supplies and products; cyberattacks; the expanding utilization of AI in Company operations, including but not limited to its manufacturing process controls, supply chain optimization, and human resources analysis, and by its suppliers and customers, and the complex and evolving regulatory environment surrounding AI; and pandemics and other public health-related events or severe weather conditions and other natural phenomena (such as freezing, drought, hurricanes, earthquakes, tsunamis, floods, etc.) could result in an unplanned or unintended event that could be significant in scale and could negatively impact operations, neighbors or the public at large, which could have a negative impact on the Company's results of operations.
For example, market uncertainty and an economic downturn driven by inflationary pressures, higher input costs and margin compression have reduced demand for the Company's products, resulting in decreased sales volume in recent years which has yet to fully recover. Adverse economic conditions also caused supply chain constraints. These factors have had a negative impact on the Company's results of operations.
For example, long-term market uncertainty, an economic downturn driven by trade policies and inflationary pressures, and higher input costs have reduced demand for the Company's products, resulting in decreased sales price and volume. Adverse economic conditions have also caused supply chain constraints. These factors have had and are continuing to have a negative impact on the Company's results of operations.
This may result in excess capacity which can disrupt regional industry supply and demand balances, particularly in Europe, Middle East, Africa and India ("EMEAI") and Asia Pacific, resulting in downward pressure on prices and decreased operating rates, which could negatively impact the Company’s results of operations.
This has resulted in excess capacity which has disrupted and continues to disrupt regional industry supply and demand balances, particularly in Europe, the Middle East, Africa and India ("EMEAI") and Asia Pacific, resulting in downward pressure on prices and decreased operating rates, which has had and continues to have a negative impact on the Company’s results of operations.
With the exception of the possible effect of the asbestos-related liability of Union Carbide Corporation (“Union Carbide”) as described below, it is the opinion of the Company’s management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the Company’s consolidated financial statements. 23 Table of Contents Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several decades.
With the exception of the possible effect of the asbestos-related liability of Union Carbide Corporation (“Union Carbide”) as described below, it is the opinion of the Company’s management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the Company’s consolidated financial statements.
The Company's Transform the Waste target (announced in October 2022) aims to transform plastic waste and other forms of waste to commercialize 3 million metric tons of circular and renewable solutions by 2030.
The Company's circularity targets aim to transform plastic waste and other forms of waste to commercialize 3 million metric tons of circular and renewable solutions by 2030.
Given the focus on sustainable investing, if the Company fails to meet its climate change commitments within the committed timeframe, coupled with its significant investments to meet those commitments, and adopt policies and practices to enhance sustainability, the Company’s reputation and its customer and other stakeholder relationships could be negatively impacted, reducing demand for the Company's products, and it may be more difficult for the Company to compete effectively or gain access to financing on acceptable terms when needed, which could negatively impact the Company’s financial condition, results of operations and cash flows.
If the Company fails to meet its climate change commitments within the committed timeframe, coupled with its significant investments to meet those commitments, and adopt policies and practices to enhance sustainability, the Company’s reputation and its customer and other stakeholder relationships could be negatively impacted, reducing demand for the Company's products, and it may be more difficult for the Company to compete effectively or gain access to financing on acceptable terms when needed, which could negatively impact the Company’s financial condition, results of operations and cash flows. 21 Table of Contents MACROECONOMIC RISKS Financial Commitments and Credit Markets: Market conditions, availability of credit and changes in the Company's credit ratings could reduce the Company's flexibility to respond to changing economic and business conditions or fund capital needs and could increase borrowing costs.
In addition, the Company is exposed to similar risks resulting from cyberattacks that are experienced by its suppliers and other vendors.
These vulnerabilities also expose the Company’s customers, suppliers and third-party service providers to loss. In addition, the Company is exposed to similar risks resulting from cyberattacks that are experienced by its suppliers and other vendors.
Supply/Demand Balance: Earnings generated by the Company's products vary based in part on the balance of supply relative to demand within the industry. The balance of supply relative to demand within the industry may be significantly impacted by the addition of new capacity, especially for basic commodities where capacity is generally added in large increments as world-scale facilities are built.
The Company's business operations are subject to the cyclical nature of the supply-demand balance in the chemical industry. The balance of supply relative to demand within the industry has been and continues to be significantly impacted by the addition of new capacity, especially for basic commodities where capacity is generally added in large increments as world-scale facilities are built.
Such attacks could have a material negative impact on the Company’s business strategy, results of operations, financial position and reputation. More information on the Company’s processes for assessing, identifying and managing material risks from cybersecurity threats, including management’s role and the Board's oversight of such processes, can be found in Item 1C. Cybersecurity.
More information on the Company’s processes for assessing, identifying and managing material risks from cybersecurity threats, including management’s role and the Board's oversight of such processes, can be found in Item 1C. Cybersecurity. Goodwill: An impairment of goodwill could negatively impact the Company’s financial results. At least annually, the Company assesses goodwill for impairment.
If the manufacturing operations, supply chains, sales and marketing activities, investments in emerging companies and joint venture operations are not reliable and/or the implementation of the Company's projects is not successful, it could adversely affect the Company’s financial condition, cash flows and results of operations. 24 Table of Contents Cybersecurity Threat: Disruption of the Company's information technology, data security, and other operating or third-party systems, including disruption of the ability to safely and reliably operate the Company's facilities; the risk of loss of the Company’s proprietary information including trade secrets, know-how or other sensitive business information; and the risk of loss or security of the private data of the Company, its customers and its employees could negatively impact the Company’s business strategy, results of operations, financial condition and reputation.
Cybersecurity Threat: Disruption of the Company's information technology, data security, and other operating or third-party systems, including disruption of the ability to safely and reliably operate the Company's facilities; the risk of loss of the Company’s proprietary information including trade secrets, know-how or other sensitive business information; and the risk of loss or security of the private data of the Company, its customers and its employees could negatively impact the Company’s business strategy, results of operations, financial condition and reputation.
A significant increase in the Company's obligations or future funding requirements could 22 Table of Contents have a negative impact on the Company's results of operations and cash flows for a particular period and on the Company's financial condition.
A significant increase in the Company's obligations or future funding requirements could have a negative impact on the Company's results of operations and cash flows for a particular period and on the Company's financial condition. Supply/Demand Balance: Earnings generated by the Company's products vary based in part on the balance of supply relative to demand within the industry.
See Note 12 to the Consolidated Financial Statements for additional information regarding the Company's goodwill impairment testing. Operational Event: A significant operational event could negatively impact the Company's results of operations.
Accordingly, any determination requiring the write-off of a significant portion of goodwill could negatively impact the Company's results of operations. See Note 12 to the Consolidated Financial Statements for additional information regarding the Company's goodwill impairment testing and goodwill impairments, including goodwill impairments recognized during the fourth quarter of 2025.
The imposition of additional regulations, controls, taxes and duties and tariffs or changes to bilateral and regional trade agreements could result in lower sales volume, which could negatively impact the Company’s results of operations.
The imposition of additional regulations, controls, taxes, duties and tariffs or changes to bilateral and regional trade agreements could also result in lower sales volume, which could negatively impact the Company’s results of operations. During 2025, the United States changed its long-standing trade policies and announced significant new tariffs, with certain exceptions, on virtually all imported goods.
The Company sells its broad range of products and services in a competitive, global environment, and competes worldwide for sales on the basis of product quality, price, technology and customer service. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Company’s results of operations.
Global Economic Considerations: The Company operates in a global, competitive environment which gives rise to operating and market risk exposure. The Company sells its broad range of products and services in a competitive, global environment, and competes worldwide for sales on the basis of product quality, price, technology and customer service.
Where the Company utilizes a discounted cash flow methodology in determining fair value, continued weak demand for a specific product line or business could result in an impairment. Accordingly, any determination requiring the write-off of a significant portion of goodwill could negatively impact the Company's results of operations.
If testing indicates that goodwill is impaired, the carrying value is written down based on fair value with a charge against earnings. Where the Company utilizes a discounted cash flow methodology in determining fair value, continued weak demand for a specific product line or business could result in an impairment.
At December 31, 2024, Union Carbide's total asbestos-related liability, including future defense and processing costs, was $791 million ($867 million at December 31, 2023).
Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several decades. At December 31, 2025, Union Carbide's total asbestos-related liability, including future defense and processing costs, was $708 million ($791 million at December 31, 2024).
While the Company has a comprehensive cybersecurity program that is continuously reviewed, maintained and upgraded, cyberattacks by nation-state organizations, crime organizations and other hackers have become increasingly sophisticated, and it is possible for such attacks to remain undetected for an extended period of time.
However, cyberattacks by nation-state organizations, crime organizations and other hackers continue to occur and are increasingly sophisticated, and these attacks may occur and remain undetected for an extended period of time. These attacks could have a material negative impact on the Company’s business strategy, results of operations, financial position and reputation.
Removed
MACROECONOMIC RISKS Financial Commitments and Credit Markets: Market conditions could reduce the Company's flexibility to respond to changing business conditions or fund capital needs. Adverse economic conditions, such as fluctuating interest rates, could reduce the Company’s flexibility to respond to changing business and economic conditions or to fund capital expenditures or working capital needs.
Added
The Company utilizes cash from operations and its ability to access capital markets to meet the Company's cash requirements for working capital, capital projects, debt maturities and other needs.
Removed
The economic 21 Table of Contents environment could result in a contraction in the availability of credit in the marketplace and reduce sources of liquidity for the Company. This could result in higher borrowing costs. Global Economic Considerations: The Company operates in a global, competitive environment which gives rise to operating and market risk exposure.
Added
Adverse economic conditions, a contraction in the availability of credit in the marketplace, or changes in the Company's credit ratings, including failure to maintain an investment grade rating, could increase borrowing costs and reduce sources of liquidity, restricting the Company’s flexibility to respond to changing business and economic conditions or to fund capital projects and working capital needs, which could adversely impact the Company's results of operations and liquidity.
Removed
In February 2022, Russia invaded Ukraine resulting in the United States, Canada, the European Union and other countries imposing economic sanctions on Russia. Dow suspended purchases of feedstocks and energy from Russia. Investments in and flow of Dow's materials into Russia have been stopped.
Added
Increased levels of competition have resulted in lower prices and lower sales volume, which have had a negative impact on the Company’s results of operations. These factors are expected to continue and may worsen in the near term, which could continue to challenge the Company's ongoing results of operations.
Removed
These systems may also be used to collect and process sensitive customer and personal employee data the Company may be legally required to protect.
Added
To address these challenges amidst the ongoing macroeconomic uncertainty, the Company has taken targeted cost reduction initiatives and other actions to advance its balanced capital allocation approach and enhance financial flexibility, and will continue to seek additional actions to mitigate the impact of macroeconomic uncertainty.
Removed
Goodwill: An impairment of goodwill could negatively impact the Company’s financial results. At least annually, the Company assesses goodwill for impairment. If testing indicates that goodwill is impaired, the carrying value is written down based on fair value with a charge against earnings.
Added
Unforeseen macroeconomic conditions could result in additional actions that could adversely affect equity performance until market conditions improve. For additional information, see Part II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 5 to the Consolidated Financial Statements.
Added
These actions triggered the negotiation of new trade agreements with certain U.S. trading partners. While these negotiations resulted in the reduction of certain recently imposed tariffs, the average U.S. tariff rate remains at its highest level since the 1930s. In response to the changes in U.S. trade policies, certain U.S. trading partners imposed retaliatory tariffs on U.S. imports.
Added
Shifts in tariffs, trade agreements, import/export restrictions, trade sanctions, sector specific trade barriers, and other governmental trade actions, whether enacted by the United States or other countries, especially those instituted in the Company's significant markets or markets where its significant customers or suppliers are located, and the associated uncertainty of long-term trade policies, could impact the Company's sales volume, sales price, and production and other costs.
Added
Changes in trade policies may also cause disruptions to material sourcing and availability, global supply chains and logistics and access to end markets. Additionally, changes in U.S. trade policy and associated responses from trading partners may create shifts in global market dynamics, disrupt the long-term planning process for governments and private enterprises and result in continued global financial market volatility.
Added
The impact of these changes in trade policies and the resulting trade and market uncertainty could have a negative impact on the Company’s results of operations.
Added
There can be no assurance that, in the future, the United States, other countries or international trade bodies will not institute new tariffs or more restrictive trade policies or remedies and, as a result, the Company may face additional uncertainty and adverse impact on its business, financial condition and results of operations.
Added
The Russia-Ukraine conflict has been ongoing for more than three years since Russia's February 2022 invasion of Ukraine, and although there have been recent efforts to seek a resolution, it remains unclear if these will be successful.
Added
In light of sanctions imposed by the United States, Canada, the European Union and other countries as a result of this conflict, Dow ceased in-bound investment to Russia and maintains reasonable, risk-based measures to ship into Russia only limited goods that comply with applicable legal restrictions.
Added
If the manufacturing operations, supply chains, sales and marketing activities, investments in emerging companies and joint venture operations are not reliable and/or the implementation of the Company's projects is not successful, it could adversely affect the Company’s financial condition, cash flows and results of operations.
Added
While the Company has been the target of cyberattacks, including phishing, social engineering, industrial espionage and other malicious attacks, and has determined that certain of these attacks have resulted in and could continue to result in unauthorized third parties gaining access to the Company's information systems and certain confidential business information, the Company has a comprehensive cybersecurity program that is continuously reviewed, maintained and upgraded and, to date, these attacks have not materially impacted the Company.
Added
Operational Event: A significant operational event could negatively impact the Company's results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s management responsible for developing and executing Dow’s cybersecurity policies is comprised of individuals with either formal education and degrees in information technology or cybersecurity, or with experience working in information technology and cybersecurity, including relevant experience in security related industries. Additionally, leaders in the Company’s information technology function receive periodic training and education on cybersecurity related topics.
Biggest changeThe chief information & digital officer receives regular updates on cybersecurity matters, results of mitigation efforts and cybersecurity incident response and remediation. 28 Table of Contents The Company’s management responsible for developing and executing Dow’s cybersecurity policies is comprised of individuals with either formal education and degrees in information technology or cybersecurity, or with experience working in information technology and cybersecurity, including relevant experience in security related industries.
Governance Role of Management Dow’s Information Systems organization is led by Dow’s Chief Information and Digital Officer, who reports to Dow's Chief Operating Officer, and is responsible for administration of the cybersecurity and information security framework and risk management, with oversight by the Audit Committee of the Board.
Governance Role of Management Dow’s information systems organization is led by Dow’s chief information & digital officer, who reports to Dow's chief operating officer, and is responsible for administration of the cybersecurity and information security framework and risk management, with oversight by the Audit Committee of the Board.
The Audit Committee receives information and updates at least quarterly and actively engages with senior leaders, including the Chief Information and Digital Officer and Chief Information Security Officer, with respect to the effectiveness of the Company’s cybersecurity and information security framework, data privacy, and risk management.
The Audit Committee receives information and updates at least quarterly and actively engages with senior leaders, including the chief information & digital officer and chief information security officer, with respect to the effectiveness of the Company’s cybersecurity and information security framework, data privacy, and risk management.
Dow has comprehensive processes to manage cybersecurity risks when engaging with third-party service providers, including reviewing questionnaires and independent quantitative scores of the vendor’s cyber hygiene, maintaining robust controls to address and mitigate significant risks that may arise, and performing ongoing assessments and reviews throughout the duration of the engagement. Dow has established cybersecurity and information security awareness training programs.
Dow has comprehensive processes to manage cybersecurity risks when engaging with third-party service providers, including reviewing questionnaires and independent quantitative scores of the vendor’s cybersecurity hygiene, maintaining robust controls to address and mitigate significant risks that may arise, and performing ongoing assessments and reviews throughout the duration of the engagement. Dow has established cybersecurity and information security awareness training programs.
In addition, the Audit Committee receives reports summarizing threat detection and mitigation plans, audits of internal controls, training and certification, and other cyber priorities and initiatives, as well as timely updates from senior leaders on material incidents relating to information systems security, including cybersecurity incidents.
In addition, the Audit Committee receives reports summarizing threat detection and mitigation plans, audits of internal controls, training and certification, and other cybersecurity priorities and initiatives, as well as timely updates from senior leaders on material incidents relating to information systems security, including cybersecurity incidents.
The framework leverages International Organization for Standardizations 27001/27002 standards for general information technology controls, International Society of Automation/International Electrotechnical Commission standards for industrial automation, the National Institute of Standards and Technology Cyber Security Framework ("NIST CSF") for measuring overall readiness to respond to cyber threats, and Sarbanes-Oxley for assessment of internal controls.
The framework leverages International Organization for Standardizations 27001/27002 standards for general information technology controls, International Society of Automation/International Electrotechnical Commission standards for industrial automation, the National Institute of Standards and Technology Cyber Security Framework ("NIST CSF") for measuring overall readiness to respond to cybersecurity threats, and Sarbanes-Oxley for assessment of internal controls.
Training topics include how to escalate suspicious activities including phishing, viruses, spams, insider threats, suspect human behaviors or safety issues. Based on role and location, some employees receive additional in-depth training to provide more comprehensive knowledge on potential risks related to their individual job responsibilities.
Training topics include how to escalate suspicious activities including phishing, viruses, spams, deep fakes, insider threats, suspect human behaviors or safety issues. Based on role and location, some employees receive additional in-depth training to provide more comprehensive knowledge on potential risks related to their individual job responsibilities.
The Audit Committee also reviews external firms’ assessments of the Company’s security posture and NIST CSF maturity level. Information made available to the Audit Committee is also made available to the full Board. The Audit Committee includes members with significant experience and/or expertise in technology or cybersecurity, including information systems. 28 Table of Contents
The Audit Committee also reviews external firms’ assessments of the Company’s security posture and NIST CSF maturity level. Information made available to the Audit Committee is also made available to the full Board. The Audit Committee includes members with significant experience and/or expertise in technology or cybersecurity, including information systems. 29 Table of Contents
Training is supplemented through regular Company communications with frequent updates to educate on the latest adversary trends and social engineering techniques. Additionally, Dow engages in cyber crisis response simulations to assess Dow’s ability to adapt to information and operational technology threats.
Training is supplemented through regular Company communications with frequent updates to educate on the latest adversary trends and social engineering techniques. Additionally, Dow engages in cybersecurity crisis response simulations to assess Dow’s ability to adapt to information and operational technology threats.
Dow’s security posture is supported by a comprehensive defense-in-depth strategy that relies on layers of technology including Multi-Factor Authentication and principles of Zero Trust to ensure that access to information and communication is vetted and secure.
Dow’s security posture is supported by a comprehensive defense-in-depth strategy that relies on layers of technology including, but not limited to, Multi-Factor Authentication and Zero Trust principles to ensure that access to information and communication is vetted and secure.
The Company’s Chief Information and Digital Officer has formal education in information technology and more than 30 years of experience in information systems and technology, including as the vice president of Global Information Technology. Prior to joining Dow, the Chief Information and Digital Officer held a variety of leadership roles including vice president of Information Technology at Cargill, Incorporated.
The Company’s chief information & digital officer has formal education in information technology and more than 30 years of experience in information systems and technology, including as the vice president of Global Information Technology at Cargill, Incorporated, prior to joining Dow.
While the full Board is accountable for cybersecurity and AI risk management, the Board has delegated responsibility for oversight of the Company’s cybersecurity and information security framework and risk management to the Audit Committee of the Board.
While the full Board is accountable for cybersecurity and AI risk management and is presented with an annual cybersecurity update, the Board has delegated responsibility for oversight of the Company’s cybersecurity and information security framework and risk management to the Audit Committee of the Board.
The CSOC provides end-to-end operations for purposes of monitoring, detecting, alerting and responding to cybersecurity incidents. The CSOC evaluates each incident in terms of its impact on the Company’s operations, ability to conduct business with customers and suppliers, brand reputation and health, safety or the environment, and the speed and degree to which the incident has been contained.
The CSOC evaluates each incident in terms of its impact on the Company’s operations, ability to conduct business with customers and suppliers, brand reputation and health, safety or the environment, and the speed and degree to which the incident has been contained.
The Board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and processes implemented by management to identify, assess, manage and mitigate risk, at least annually.
Role of the Board Dow's Board recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and processes implemented by management to identify, assess, manage and mitigate risk, at least annually.
Certain leaders also obtain industry certifications, such as Certified Information Systems Security Professional or Certified Information Security Manager. The Company’s Cyber Security Operations Center (“CSOC”) serves as the central point for all cybersecurity incidents and reporting, including incidents that directly target employees or Dow internal information systems and incidents originating from third parties.
The Company’s Cyber Security Operations Center (“CSOC”) serves as the central point for all cybersecurity incidents and reporting, including incidents that directly target employees or Dow internal information systems and incidents originating from third parties. The CSOC provides end-to-end operations for purposes of monitoring, detecting, alerting and responding to cybersecurity incidents.
The CSOC is also responsible for activating the containment and resolution efforts and third-party service providers are engaged where appropriate to support the Company through the resolution of the incident. The CSOC escalates incidents with significant impact and pervasiveness to the Company’s Corporate Crisis Management Team for further action.
The CSOC is also responsible for activating the containment and resolution efforts and third-party service providers are engaged where appropriate to support the Company through the resolution of the incident. The CSOC reports all cybersecurity incidents to the Company’s Materiality Assessment Team, which includes senior representatives from information technology, finance, legal and other relevant business functions.
After initial identification, the CSOC monitors all cybersecurity incidents for changes in degree of impact or pervasiveness. Role of the Board Dow's Board recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data.
The CSOC escalates incidents with significant impact and pervasiveness to the Company’s Corporate Crisis Management Team for further action. After initial identification, the CSOC monitors all cybersecurity incidents for changes in degree of impact or pervasiveness to ensure timely escalation and response.
Removed
The Chief Information and Digital Officer receives 27 Table of Contents regular updates on cybersecurity matters, results of mitigation efforts and cybersecurity incident response and remediation.
Added
Additionally, leaders in the Company’s information technology function receive periodic training and education on cybersecurity related topics. Certain leaders also obtain industry certifications, such as Certified Information Systems Security Professional or Certified Information Security Manager.
Added
If the Materiality Assessment Team initially assesses that a cybersecurity incident may be material, the CSOC immediately notifies the Cybersecurity Executive Steering Team for final determination of materiality.
Added
The Cybersecurity Executive Steering Team consists of the chief operating officer; chief financial officer; chief information & digital officer; chief information security officer; senior vice president, operations, manufacturing & engineering; chief technology & sustainability officer; vice president of government affairs; and general counsel.
Added
Decisions of the Cybersecurity Executive Steering Team are communicated through established governance channels, including reporting to the Audit Committee of the Board. This process is integrated into the Company’s overall incident response and risk management framework, ensuring alignment between operational response and strategic oversight.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table includes the major manufacturing sites by operating segment, including consolidated variable interest entities: Major Manufacturing Sites by Segment Packaging & Specialty Plastics Industrial Intermediates & Infrastructure Performance Materials & Coatings Location Bahia Blanca, Argentina X Candeias, Brazil X X Canada: Fort Saskatchewan, Alberta X Prentiss, Alberta X Joffre, Alberta X Zhangjiagang, China X X X Germany: Boehlen X X Leuna X Schkopau X X Stade X Terneuzen, The Netherlands X X Tarragona, Spain X X Map Ta Phut, Thailand X X Barry, United Kingdom X United States: Carrollton, Kentucky X Hahnville, Louisiana X X X Plaquemine, Louisiana X X Midland, Michigan X Deer Park, Texas X X Freeport, Texas X X X Orange, Texas X Seadrift, Texas X X Texas City, Texas X X Including the major manufacturing sites, the Company has manufacturing sites and holdings in all geographic regions as follows: Manufacturing Sites by Region Asia Pacific 14 manufacturing sites in 10 countries EMEAI 1 32 manufacturing sites in 14 countries Latin America 13 manufacturing sites in 4 countries U.S. & Canada 32 manufacturing sites in 2 countries 1.
Biggest changeThe following table includes the major manufacturing sites by operating segment, including consolidated variable interest entities: Major Manufacturing Sites by Segment Packaging & Specialty Plastics Industrial Intermediates & Infrastructure Performance Materials & Coatings Location Bahia Blanca, Argentina X Candeias, Brazil X X Canada: Fort Saskatchewan, Alberta X Prentiss, Alberta X Joffre, Alberta X Zhangjiagang, China X X X Germany: Boehlen X X Leuna X Schkopau X X Stade X Terneuzen, The Netherlands X X Tarragona, Spain X X Map Ta Phut, Thailand X X Barry, United Kingdom X United States: Carrollton, Kentucky X Hahnville, Louisiana X X X Plaquemine, Louisiana X X Midland, Michigan X Deer Park, Texas X X Freeport, Texas X X X Orange, Texas X Seadrift, Texas X X Texas City, Texas X X Including the major manufacturing sites, the Company has manufacturing sites and holdings in all geographic regions as follows: Manufacturing Sites by Region Asia Pacific 15 manufacturing sites in 10 countries EMEAI 1 31 manufacturing sites in 13 countries Latin America 13 manufacturing sites in 4 countries U.S. & Canada 32 manufacturing sites in 2 countries 1.
ITEM 2. PROPERTIES The Company's corporate headquarters are located in Midland, Michigan. The Company's manufacturing, processing, marketing and research and development facilities, as well as regional purchasing offices and distribution centers are located throughout the world. The Company has investments in property, plant and equipment related to global manufacturing operations. Collectively, the Company operates 91 manufacturing sites in 30 countries.
ITEM 2. PROPERTIES The Company's corporate headquarters are located in Midland, Michigan. The Company's manufacturing, processing, marketing and research and development facilities, as well as regional purchasing offices and distribution centers are located throughout the world. The Company has investments in property, plant and equipment related to global manufacturing operations. Collectively, the Company operates 91 manufacturing sites in 29 countries.
Additional information with respect to the Company's property, plant and equipment and leases is contained in Notes 10, 14 and 16 to the Consolidated Financial Statements. 29 Table of Contents
Additional information with respect to the Company's property, plant and equipment and leases is contained in Notes 10, 14 and 16 to the Consolidated Financial Statements. 30 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther Matters, Asbestos-Related Matters of Union Carbide Corporation in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Notes 1 and 15 to the Consolidated Financial Statements.
Biggest changeOther Matters, Asbestos-Related Matters of Union Carbide Corporation in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Notes 1 and 15 to the Consolidated Financial Statements. Securities Litigation On August 29, 2025, a putative securities class action was filed in the U.S.
In October 2023, EPA Region 6 conducted an inspection of the Company’s Louisiana Operations under the EPA’s Risk Management Program ("RMP"). The inspection was initiated due to an incident at the Company's Glycol-2 unit in Plaquemine, Louisiana, on July 14, 2023, as previously disclosed by the Company. The EPA published its inspection report on January 26, 2024.
In October 2023, Region 6 of the EPA conducted an inspection of the Company’s Louisiana Operations under the EPA’s Risk Management Program ("RMP"). The inspection was initiated due to an incident at the Company's Glycol-2 unit in Plaquemine, Louisiana, on July 14, 2023, as previously disclosed by the Company. The EPA published its inspection report on January 26, 2024.
On January 3, 2025, the Company received a Notice Letter from the EPA’s enforcement branch, which formally alleged 21 violations of RMP and Clean Air Act requirements and offered the Company an opportunity to confer with the EPA. The Company expects to engage with the EPA to discuss the Notice Letter.
On January 3, 2025, the Company received a Notice Letter from the EPA’s enforcement branch, which formally alleged 21 violations of RMP and Clean Air Act requirements and offered the Company an opportunity to confer with the EPA. Discussions between the Company and the EPA are ongoing.
Removed
Environmental Proceedings On May 17, 2021, the Company received a civil complaint from the State of Texas ("State") on behalf of the Texas Commission on Environmental Quality, filed in the 250th District Court of Travis County, Texas.
Added
District Court for the Eastern District of Michigan alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company, its Chief Executive Officer, its Chief Financial Officer, and its Chief Operating Officer due to alleged false and misleading statements regarding the Company’s ability to navigate macroeconomic and tariff-related pressures, competitive and pricing pressures and softening demand, and the Company’s ability to sustain its dividend, which allegedly caused the Company’s securities to trade at artificially inflated prices.
Removed
The suit alleges environmental violations at the Company's Freeport, Texas, site involving several air emissions events, which allegedly occurred at the site between 2016 and 2021. The State is seeking monetary and injunctive relief to prevent recurrence. Discussions between the Company and the Texas Office of the Attorney General are ongoing. On December 16, 2022, the U.S.
Added
The action seeks unspecified compensatory damages. Subsequently, four putative shareholder derivative actions were filed in the U.S.
Added
District Court for the Eastern District of Michigan on September 5, 2025, September 11, 2025, September 18, 2025, and November 21, 2025, which are based on the same alleged facts and circumstances as the above-referenced securities class action, and name certain of the Company's officers, including its Chief Executive Officer, its Chief Financial Officer, and its Chief Operating Officer, and members of its Board of Directors, as defendants.
Added
The derivative actions assert claims for violations of the Securities Exchange Act of 1934, breach of fiduciary duty, and other claims, and seek to recover damages on behalf of the Company. All of the derivative actions have been stayed pending resolution of the securities class action. Environmental Proceedings On December 16, 2022, the U.S.
Added
On September 29, 2025, the EPA informed the Company of its intention to seek a civil penalty for benzene emissions in Orange, Texas, alleged to be in excess of action levels set out in an existing 2021 consent decree.
Added
Discussions between the Company and the EPA are ongoing. 31 Table of Contents On October 14, 2025, the EPA sent Dow Silicones Corporation a letter demanding payment of $329,000 in stipulated penalties incurred under the terms of the January 24, 2020 consent decree in United States of America, et al., v. Dow Silicones Corporation.
Added
The stipulated penalties result from self-reported violations of consent decree provisions since 2020. Payment of this stipulated penalty will resolve these violations and is a necessary step prior to termination of the consent decree.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAdditional dividend information can be found in Note 17 to the Consolidated Financial Statements and Liquidity and Capital Resources in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. At January 15, 2025, there were 60,643 stockholders of record. See Part III, Item 11.
Biggest changeManagement's Discussion and Analysis of Financial Condition and Results of Operations and Note 17 to the Consolidated Financial Statements. At January 15, 2026, there were 56,711 stockholders of record. See Part III, Item 11. Executive Compensation for information relating to shares authorized for issuance under Dow Inc.'s equity compensation plans.
Issuer Purchases of Equity Securities Total number of shares purchased as part of the Company's publicly announced share repurchase program Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share repurchase program 1 (In millions) Period Total number of shares purchased Average price paid per share October 2024 — $ — — $ 931 November 2024 — $ — — $ 931 December 2024 — $ — — $ 931 Fourth quarter 2024 — $ — — $ 931 1.
Issuer Purchases of Equity Securities Total number of shares purchased as part of the Company's publicly announced share repurchase program Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share repurchase program 1 (In millions) Period Total number of shares purchased Average price paid per share October 2025 — $ — — $ 931 November 2025 — $ — — $ 931 December 2025 — $ — — $ 931 Fourth quarter 2025 — $ — — $ 931 1.
Issuer Purchases of Equity Securities The following table provides information regarding purchases of Dow Inc. common stock by the Company during the three months ended December 31, 2024. The Company makes such purchases only during open windows subject to its insider trading policy.
Issuer Purchases of Equity Securities The following table provides information regarding purchases of Dow Inc. common stock by the Company during the three months ended December 31, 2025. The Company makes such purchases only during open windows subject to its insider trading policy.
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. 31 Table of Contents
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. 33 Table of Contents
Executive Compensation for information relating to shares authorized for issuance under Dow Inc.'s equity compensation plans. The Company grants stock-based compensation to employees and non-employee directors under stock incentive plans, in the form of stock options, stock appreciation rights, performance stock units and restricted stock units. See Note 20 to the Consolidated Financial Statements for additional information.
The Company grants stock-based compensation to employees and non-employee directors under stock incentive plans, in the form of stock options, stock appreciation rights, performance stock units and restricted stock units. See Note 20 to the Consolidated Financial Statements for additional information.
The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” Dow Inc. has paid dividends on a quarterly basis and expects to continue to do so, subject to approval by the Dow Inc. Board of Directors ("Board").
The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” Dow Inc. has paid dividends on a quarterly basis and expects to continue to do so, subject to approval by the Dow Inc. Board of Directors ("Board"). Additional dividend information can be found in Liquidity and Capital Resources in Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDow has committed to investing approximately $1 billion in annual capital across the economic cycle to decarbonize assets in a phased approach, while growing capacity. • Increasing Use of Clean Energy and Steam: As a major user and producer of energy, Dow is committed to reducing the use of fossil fuels for energy production and increasing consumption of clean energy, including both renewable and net-zero-emissions sources. • Developing Low-Emissions Products, Technologies and Services: As a leading materials science company, Dow products are capable of making important contributions to the reduction of GHG emissions, including products that facilitate energy efficiency, lightweighting, fuel transition, circularity, increased operational efficiency and resource reductions. • Developing Next Generation, Low-Carbon Manufacturing Technologies: Dow is investing in longer-term, future-focused manufacturing technologies that will be critical in the decarbonization of the Company's manufacturing. • Building a Value-Generating Scope 3 Decarbonization Pathway: Approximately 70 percent of Dow’s emissions footprint fall into Scope 3 categories and more than half of those emissions derive from the raw materials, transportation and other services purchased as a company.
Biggest changeCollaboration with the Company’s partners along the entire value chain is key to lowering Scope 3 carbon emissions. • Developing Low-GHG-Emissions Products and Services: Through Dow's materials science expertise and collaboration, the Company designs products and services that support its customers in lowering their GHG emissions, including products that facilitate energy efficiency, lightweighting, fuel transition, circularity, increased operational efficiency and resource reductions. • Increasing Use of Clean Energy and Steam: As a major user and producer of energy, Dow is committed to integrating clean energy, including both renewables and low-GHG-emissions sources, into its operations.
The provision for income taxes and higher effective tax rate for 2024 was primarily due to the geographic mix of earnings, partially offset by adjustments and the reassessment of interest and penalties on a tax matter in foreign jurisdictions.
The provision for income taxes and higher effective tax rate in 2024 was primarily due to the geographic mix of earnings, partially offset by adjustments and the reassessment of interest and penalties on a tax matter in foreign jurisdictions.
The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal ("GloBE") established by the Organization of Economic Cooperation and Development’s ("OECD") Pillar Two framework. Several countries in which the Company operates have adopted those rules into their legislation and several others are expected to implement in the future.
The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal Regime ("GloBE") established by the Organization of Economic Cooperation and Development’s ("OECD") Pillar Two framework. Several countries in which the Company operates have adopted those rules into their legislation and several others are expected to implement in the future.
Cash Flows from Financing Activities Cash used for financing activities in 2024 for Dow Inc. was primarily related to dividends paid to stockholders, purchases of treasury stock and payments on long-term debt, which were partially offset by proceeds from the issuance of long-term debt. TDCC included cash outflows for dividends paid to Dow Inc.
TDCC included cash outflows for dividends paid to Dow Inc. Cash used for financing activities in 2024 was primarily related to dividends paid to stockholders, purchases of treasury stock and payments on long-term debt, which were partially offset by proceeds from the issuance of long-term debt. TDCC included cash outflows for dividends paid to Dow Inc.
To meet the Company’s public commitments, as well as the stringent laws and government regulations related to environmental protection and remediation to which its global operations are subject, the Company has well-defined policies, requirements and management systems.
To continue to meet the Company’s public commitments, as well as the stringent laws and government regulations related to environmental protection and remediation to which its global operations are subject, the Company has well-defined policies, requirements and management systems.
These goals and targets set the standard for sustainability in the chemical industry, focusing on improvements in the Company’s local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Company's environmental impact.
These targets set the standard for sustainability in the chemical industry, focusing on improvements in the Company’s local corporate citizenship and product stewardship, and by actively pursuing methods to reduce the Company's environmental impact.
In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide’s products. For comparison of asbestos-related matters of Union Carbide Corporation for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7.
In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable loss as a result of such exposure, or that injuries incurred in fact resulted from exposure to Union Carbide’s products. For comparison of asbestos-related matters of Union Carbide Corporation for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7.
Improvement in these areas, as well as environmental compliance, remains a top management priority, as the Company continues to implement its 2025 Sustainability Goals and progressive, multi-decade sustainability targets that include advancing a circular economy and climate protection. Progress is reviewed annually by management and with the Environment, Health, Safety & Technology ("EHS&T") Committee of the Board.
Improvement in these areas, as well as environmental compliance, remains a top management priority, as the Company continues to implement its progressive, multi-decade sustainability targets that include advancing a circular economy and climate protection. Progress is reviewed annually by management and with the Environment, Health, Safety & Technology ("EHS&T") Committee of the Board.
Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could have been settled at December 31, 2024, rate of increase in future compensation levels, mortality rates and health care cost trend rates. These assumptions are updated annually and are disclosed in Note 19 to the Consolidated Financial Statements.
Inherent in these valuations are assumptions including expected return on plan assets, discount rates at which the liabilities could have been settled at December 31, 2025, rate of increase in future compensation levels, mortality rates and health care cost trend rates. These assumptions are updated annually and are disclosed in Note 19 to the Consolidated Financial Statements.
Dow has the ability to repatriate additional funds to the United States, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes and the impact of foreign currency movements. At December 31, 2024, management believed that sufficient liquidity was available in the United States.
Dow has the ability to repatriate additional funds to the United States, which could result in an adjustment to the tax liability for foreign withholding taxes, foreign and/or U.S. state income taxes and the impact of foreign currency movements. At December 31, 2025, management believed that sufficient liquidity was available in the United States.
In 2024, Dow continued near-term progression in its Decarbonize & Grow strategy by starting construction of its Fort Saskatchewan Path2Zero project which will be the world’s first net-zero Scope 1 and 2 emissions ethylene complex, when completed, and will decarbonize approximately 20 percent of Dow’s global ethylene production capacity.
Dow has continued its near-term progression in its Decarbonize & Grow strategy by starting construction of its Fort Saskatchewan Path2Zero project which will be the world’s first net-zero Scope 1 and 2 emissions ethylene complex, when completed, and will decarbonize approximately 20 percent of Dow’s global ethylene production capacity.
In 2024, the Company and its consolidated subsidiaries did not operate in countries subject to U.S. economic sanctions and export controls as imposed by the U.S. State Department or in countries designated by the U.S. State Department as state sponsors of terrorism, including Cuba, Iran, the Democratic People's Republic of Korea (North Korea) and Syria.
In 2025, the Company and its consolidated subsidiaries did not operate in countries subject to U.S. economic sanctions and export controls as imposed by the U.S. State Department or in countries designated by the U.S. State Department as state sponsors of terrorism, including Cuba, Iran, the Democratic People's Republic of Korea (North Korea) and Syria.
Although the volume base is fairly small today, circular products are seeing increasing promise with commercially attractive growth rates, and Dow expects this market to gain an increasingly larger market share over the coming decades, as supporting policies, technology and economics improve.
Although the volume base is fairly modest today, circular products are seeing increasing promise with commercially attractive growth rates, and Dow expects this market to gain an increasingly larger market share over the coming decades as supporting policies, technology and economics improve.
Under the spot rate approach, the Company calculates service cost and interest cost by applying individual spot rates from the Willis Towers Watson RATE:Link yield curve (based on high-quality corporate bond yields) for each selected country to the separate expected cash flow components of service cost and interest cost; service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.
Under the spot rate approach, the Company calculates service cost and interest cost by applying individual spot rates from the Willis Towers Watson RATE:Link yield curve (based on high-quality corporate bond yields) for each selected country to the separate expected cash flow components of service 54 Table of Contents cost and interest cost; service cost and interest cost for all other plans are determined on the basis of the single equivalent discount rates derived in determining those plan obligations.
In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods. The U.S. pension plans represent 73 percent of the Company’s pension plan assets and 70 percent of the pension obligations.
In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, affect expense recognized and obligations recorded in future periods. The U.S. pension plans represent 73 percent of the Company’s pension plan assets and 72 percent of the pension obligations.
Circularity-enabling policies such as recycling mandates; mandates for recycled content in products; extended producer responsibility systems to finance state-of-the-art local access to collection, sorting and recycling; and policies to incentivize investments in innovative circular technologies are all critical to ensure that post-use products are diverted away from landfilling, incineration, open dumps and open burning and instead enter the circular economy.
Circularity-enabling policies such as national targets for recyclability; recycling mandates; mandates for recycled content in products; extended producer responsibility systems to finance state-of-the-art local access to collection, sorting and recycling; and policies to incentivize investments in innovative circular technologies are all critical to ensure that post-use products are diverted away from landfilling, incineration, open dumps and open burning and instead enter the circular economy.
TDCC’s most significant debt covenant with regard to its financial position is the obligation to maintain the ratio of its consolidated indebtedness to consolidated capitalization at no greater than 0.70 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") equals or exceeds 46 Table of Contents $500 million.
TDCC’s most significant debt covenant with regard to its financial position is the obligation to maintain the ratio of its consolidated indebtedness to consolidated capitalization at no greater than 0.70 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") equals or exceeds $500 million.
Because Superfund Law imposes joint and several liability upon each party at a site, the Company has evaluated its potential liability in light of the number of other companies that have also been named potentially responsible parties (“PRPs”) at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its expected share.
Because Superfund Law imposes joint and several liability upon each party at a site, the Company has evaluated its potential liability in light of the number of other companies that have also been named potentially responsible parties (“PRPs”) at each site, the estimated apportionment of costs among all PRPs, and the financial ability and commitment of each to pay its 62 Table of Contents expected share.
At December 31, 2024, 25 of these sites (24 sites at December 31, 2023) were formerly owned by Dowell Schlumberger, Inc., a group of companies in which the Company previously owned a 50 percent interest. The Company sold its interest in Dowell Schlumberger in 1992. 2.
At December 31, 2025, 24 of these sites (25 sites at December 31, 2024) were formerly owned by Dowell Schlumberger, Inc., a group of companies in which the Company previously owned a 50 percent interest. The Company sold its interest in Dowell Schlumberger in 1992. 2.
Cash provided by operating activities from continuing operations in 2023 was primarily driven by the Company's cash earnings, dividends from equity method investments and cash provided by working capital, which were partially offset by performance-based compensation payments, severance payments related to the 2023 Restructuring Program and pension contributions. Net Working Capital and Current Ratio at Dec 31 Dow Inc.
Cash provided by operating activities from continuing operations in 2024 was primarily driven by the Company's cash earnings and dividends from equity method investments, which were partially offset by cash used for working capital, performance-based compensation payments, pension contributions and severance payments related to the 2023 Restructuring Program. Net Working Capital and Current Ratio at Dec 31 Dow Inc.
This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount.
This is management’s best estimate of the costs for remediation and restoration with respect to environmental matters for which the 63 Table of Contents Company has accrued liabilities, although it is reasonably possible that the ultimate cost with respect to these particular matters could range up to approximately two times that amount.
Cash Flows from Investing Activities Cash used for investing activities in 2024 and 2023 was primarily for capital expenditures and purchases of investments, which were partially offset by proceeds from sales and maturities of investments.
Cash Flows from Investing Activities Cash used for investing activities in 2025 and 2024 was primarily for capital expenditures and purchases of investments, which were partially offset by proceeds from sales and maturities of investments.
Dow's EH&S policies help to ensure the Company achieves its annual health and safety performance targets and the Company seeks to continuously improve on these targets through process and personal safety project implementations.
Dow's EH&S policies help to ensure the Company achieves its annual health and safety performance targets and the Company seeks to continuously improve performance through process and personal safety project implementations.
The Company expects to meet its contractual obligations through its normal sources of liquidity and believes it has the financial resources to satisfy these contractual obligations. 49 Table of Contents Off-Balance Sheet Arrangements Off-balance sheet arrangements are obligations the Company has with nonconsolidated entities related to transactions, agreements or other contractual arrangements.
The Company expects to meet its contractual obligations through its normal sources of liquidity and believes it has the financial resources to satisfy these contractual obligations. Off-Balance Sheet Arrangements Off-balance sheet arrangements are obligations the Company has with nonconsolidated entities related to transactions, agreements or other contractual arrangements.
For further discussion, see Environmental Matters in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 1 and 15 to the Consolidated Financial Statements. 50 Table of Contents Pension and Other Postretirement Benefits The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations.
For further discussion, see Environmental Matters in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes 1 and 15 to the Consolidated Financial Statements. Pension and Other Postretirement Benefits The amounts recognized in the consolidated financial statements related to pension and other postretirement benefits are determined from actuarial valuations.
The expected return of each asset class is derived from a forecasted future return confirmed by historical experience. The expected long-term rate of return is an assumption and not what is expected to be earned in any one particular year. The weighted-average long-term rate of return assumption used for determining net periodic pension expense for 2024 was 7.07 percent.
The expected return of each asset class is derived from a forecasted future return confirmed by historical experience. The expected long-term rate of return is an assumption and not what is expected to be earned in any one particular year. The weighted-average long-term rate of return assumption used for determining net periodic pension expense for 2025 was 7.04 percent.
Dow also continued to advance a project with X-energy, a nuclear energy innovation company, to commercialize an advanced small modular nuclear reactor that will generate GHG emissions-free process heat and energy at its site in Seadrift, Texas. In the near term, energy reduction and optimization projects will provide continuous progress toward Dow’s carbon-neutral ambitions.
Dow has also continued to advance a project with X-energy, a nuclear energy innovation company, to commercialize an advanced small modular nuclear reactor that will generate GHG emissions-free process heat and energy at its site in Seadrift, Texas. Energy reduction and optimization projects will provide continuous progress toward Dow’s carbon-neutral ambitions.
There were no material changes to the debt covenants and default provisions related to TDCC’s outstanding long-term debt and primary, private credit agreements in 2024.
There were no material changes to the debt covenants and default provisions related to TDCC’s outstanding long-term debt and primary, private credit agreements in 2025.
To reduce vulnerabilities, the Company maintains security measures that meet or exceed regulatory and industry security standards in all areas in which they operate. 54 Table of Contents The Company's initiatives relative to chemical security, emergency preparedness and response, Community Awareness and Emergency Response and crisis management are implemented consistently at all Dow sites on a global basis.
To reduce vulnerabilities, the Company maintains security measures that meet or exceed regulatory and industry security standards in all areas in which they operate. The Company's initiatives relative to chemical security, emergency preparedness and response, Community Awareness and Emergency Response and crisis management are implemented consistently at all Dow sites on a global basis.
All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, Dow's definitions may not be consistent with the methodologies used by other companies. 43 Table of Contents Reconciliation of Non-GAAP Cash Flow Measures Dow Inc.
All companies do not calculate non-GAAP financial measures in the same manner and, accordingly, Dow's definitions may not be consistent with the methodologies used by other companies. Reconciliation of Non-GAAP Cash Flow Measures Dow Inc.
Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on 59 Table of Contents the Company’s results of operations, financial condition and cash flows.
Consequently, it is reasonably possible that environmental remediation and restoration costs in excess of amounts accrued could have a material impact on the Company’s results of operations, financial condition and cash flows.
Legal Proceedings and Asbestos-Related Matters of Union Carbide Corporation in Note 15 to the Consolidated Financial Statements. 60 Table of Contents
Legal Proceedings and Asbestos-Related Matters of Union Carbide Corporation in Note 15 to the Consolidated Financial Statements. 64 Table of Contents
Volume increased in the U.S. & Canada (up 2 percent), decreased in Latin America (down 1 percent), and was flat in EMEAI and Asia Pacific. The impact of currency on net sales was flat compared with 2023.
Volume increased in the U.S. & Canada (up 2 percent) and Asia Pacific (up 1 percent), and decreased in EMEAI (down 4 percent) and Latin America (down 2 percent). The impact of currency on net sales was flat compared with 2024.
The ratio of TDCC’s consolidated indebtedness as defined in the Revolving Credit Agreement was 0.45 to 1.00 at December 31, 2024. Management believes TDCC was in compliance with all of its covenants and default provisions at December 31, 2024. For information on TDCC's debt covenants and default provisions, see Note 14.
The ratio of TDCC’s consolidated indebtedness as defined in the Revolving Credit Agreement was 0.48 to 1.00 at December 31, 2025. Management believes TDCC was in compliance with all of its covenants and default provisions at December 31, 2025. For information on TDCC's debt covenants and default provisions, see Note 14.
The Company's progress against its broader water and nature targets is reviewed regularly by management and with the EHS&T Committee of the Board. Advancing a Circular Economy Since Dow is only one part of the materials ecosystem, Dow advocates for the adoption of policies to accelerate the broader pathway to circularity.
The Company's progress against its broader water and nature targets is reviewed regularly by management and with the EHS&T Committee of the Board. Advancing a Circular Economy As one important part of the materials ecosystem, Dow advocates for the adoption of policies to accelerate the broader pathway to circularity.
The weighted-average assumption to be used for determining 2025 net periodic pension expense is 7.04 percent. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in the Company’s pension plans.
The weighted-average assumption to be used for determining 2026 net periodic pension expense is 7.22 percent. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in the Company’s pension plans.
Currency exchange rates and long-term hydrocarbon and energy prices are established for the Company as a whole and applied consistently to all reporting units, while revenue growth rates, discount rates and tax rates are established by reporting unit to account for differences in business fundamentals and industry risk.
Currency exchange rates and long-term 56 Table of Contents hydrocarbon and energy prices are established for the Company as a whole and applied consistently to all reporting units, while revenue growth rates, discount rates and tax rates are established by reporting unit to account for differences in business fundamentals and industry risk.
These liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. The Company had an accrued liability of $879 million at December 31, 2024, related to the remediation of current or former Dow-owned sites. At December 31, 2023, the liability related to remediation was $939 million.
These liabilities are adjusted periodically as remediation efforts progress or as additional technical or legal information becomes available. The Company had an accrued liability of $790 million at December 31, 2025, related to the remediation of current or former Dow-owned sites. At December 31, 2024, the liability related to remediation was $879 million.
Capital expenditures for environmental protection were $208 million in 2024 and $228 million in 2023. Asbestos-Related Matters of Union Carbide Corporation Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several decades.
Capital expenditures for environmental protection were $226 million in 2025 and $208 million in 2024. Asbestos-Related Matters of Union Carbide Corporation Union Carbide is and has been involved in a large number of asbestos-related suits filed primarily in state courts during the past several decades.
The Company expects to renew the shelf registration. Debt As the Company continues to maintain its strong balance sheet and financial flexibility, management is focused on net debt (a non-GAAP financial measure), as the Company believes this is the best representation of its financial leverage at this point in time.
Debt As the Company continues to maintain its strong balance sheet and financial flexibility, management is focused on net debt (a non-GAAP financial measure), as the Company believes this is the best representation of its financial leverage at this point in time.
The shelf also indicates that TDCC may offer debt securities, guarantees and warrants to purchase debt securities, with pricing and availability of any such offerings depending on market conditions. 45 Table of Contents In 2022, TDCC filed a prospectus supplement under this shelf registration to register an undetermined amount of securities for issuance under InterNotes ® .
The shelf also indicates that TDCC may offer debt securities, guarantees and warrants to purchase debt securities, with pricing and availability of any such offerings depending on market conditions. In 2025, TDCC filed a prospectus supplement under this shelf registration to register an undetermined amount of securities for issuance under InterNotes®.
Includes a $1.3 billion purchase commitment for the use of a water supply reservoir asset expected to commence in 2028, as discussed in Note 15 to the Consolidated Financial Statements, and outstanding purchase orders and other commitments greater than $1 million obtained through a survey conducted within the Company. 5.
Includes imputed interest of $282 million. 4. Includes a $1.3 billion purchase commitment for the use of a water supply reservoir asset expected to commence in 2028, as discussed in Note 15 to the Consolidated Financial Statements, and outstanding purchase orders and other commitments greater than $1 million obtained through a survey conducted within the Company.
Operating EBITDA Dow defines Operating EBITDA as earnings (i.e., "Income before income taxes") before interest, depreciation and amortization, excluding the impact of significant items. Cash Flow Conversion (Cash Flow From Operations to Operating EBITDA) Dow defines Cash Flow Conversion (Cash flow from operations to Operating EBITDA) as "Cash provided by operating activities - continuing operations," divided by Operating EBITDA.
Operating EBITDA Dow defines Operating EBITDA as earnings (i.e., "Income (loss) before income taxes") before interest, depreciation and amortization, excluding the impact of significant items. 46 Table of Contents Cash Flow Conversion (Cash Flow From Operations to Operating EBITDA) Dow defines Cash Flow Conversion (Cash flow from operations to Operating EBITDA) as "Cash provided by operating activities - continuing operations," divided by Operating EBITDA.
The following information relates to the U.S. plans only; a similar approach is used for the Company’s non-U.S. plans.
The following information relates primarily to the U.S. plans; a similar approach is used for the Company’s non-U.S. plans.
Environmental Remediation For comparison of environmental remediation-related matters for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024.
Environmental Remediation For comparison of environmental remediation-related matters for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 4, 2025.
All emitting manufacturing sites globally record their emissions and water use in the system. The data is reviewed at the facility level and then by global coordinators before being aggregated for corporate environmental reporting purposes.
All emitting manufacturing sites globally record their emissions and water use in the system annually. The data sets are reviewed at the facility level and then by global coordinators before being aggregated for corporate environmental reporting purposes.
The Company continues to be a global champion of Responsible Care ® and has worked to broaden the application and impact of Responsible Care ® around the world through engagement with peer companies, suppliers, customers and joint venture partners. 53 Table of Contents Dow manages environmental data for reporting with a waste, water and emissions inventory system.
The Company continues to be a global champion of Responsible Care ® and has worked to broaden the application and impact of Responsible Care ® around the world through engagement with suppliers, customers and joint venture partners. Dow manages environmental data for reporting with a waste, water and emissions inventory system.
For comparison of cash flows for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024.
For comparison of cash flows for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 4, 2025.
RESULTS OF OPERATIONS For comparison of results of operations for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024.
RESULTS OF OPERATIONS For comparison of results of operations for the fiscal years ended December 31, 2024 and 2023, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 4, 2025.
At December 31, 2024, the Company had uncertain tax positions for both domestic and foreign issues of $422 million and $327 million for interest and penalties. Goodwill The Company performs goodwill impairment testing at the reporting unit level. Reporting units are the level at which discrete financial information is available and reviewed by business management on a regular basis.
At December 31, 2025, the Company had uncertain tax positions for both domestic and foreign issues of $509 million and $334 million for interest and penalties. Goodwill The Company performs goodwill impairment testing at the reporting unit level. Reporting units are the level at which discrete financial information is available and reviewed by business management on a regular basis.
Physical Risks Climate-related physical risks include more frequent severe weather events, potential changes in precipitation patterns, water scarcity and extreme variability in weather patterns, which can disrupt the operations of the Company as well as those of its customers, partners and vendors.
Climate-related risks include both physical and transition risks. 59 Table of Contents Physical Risks Climate-related physical risks include more frequent severe weather events, potential changes in precipitation patterns, water scarcity and extreme variability in weather patterns, which can disrupt the operations of the Company as well as those of its customers, partners and vendors.
RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. The weighted average discount rate utilized to measure pension obligations increased to 5.74 percent at December 31, 2024, from 5.30 percent at December 31, 2023.
RATE:Link 60-90 corporate yield curve (based on 60th to 90th percentile high-quality corporate bond yields) to arrive at the plan’s obligations as of the measurement date. The weighted average discount rate utilized to measure pension obligations decreased to 5.48 percent at December 31, 2025, from 5.74 percent at December 31, 2024.
Despite these commitments, climate change-related risks and uncertainties, legal or regulatory responses to climate change, and failure to meet climate change commitments could negatively impact Dow’s results of operations, financial condition and/or reputation. Climate-related risks include both physical and transition risks.
Despite these commitments, climate change-related risks and uncertainties, legal or regulatory responses to climate change, and failure to meet climate change commitments could negatively impact Dow’s results of operations, financial condition and/or reputation.
The generation of cash from operations and the Company's ability to access capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders, share repurchases and other needs.
The generation of cash from operations over the economic cycle and the Company's ability to access capital markets is expected to meet the Company’s cash requirements for working capital, capital expenditures, debt maturities, contributions to pension plans, dividend distributions to stockholders, restructuring payments, share repurchases and other needs.
Chemical Sector Coordinating Council. Climate Protection Evaluation of climate-related risks and opportunities continues to be a catalyst for the development of the Company’s Decarbonize & Grow strategy (Dow’s climate transition plan), its broad water stewardship efforts and its new nature goal.
Chemical Sector Coordinating Council. Climate Protection Evaluation of climate-related risks and opportunities continues to be a catalyst for the development of the Company’s Decarbonize & Grow strategy (Dow’s climate transition plan) and its broad water stewardship and habitat conservation efforts.
Detailed information on Dow’s performance regarding environmental matters and goals is accessible through the Company's Science & Sustainability webpage at www.dow.com/sustainability . Dow's website and its content are not deemed incorporated by reference into this report. Chemical Security Public and political attention continues to be placed on the protection of critical infrastructure, including the chemical industry, from security threats.
Detailed information on Dow’s performance regarding environmental matters and goals is accessible through the Company's Purpose in Action webpage at www.corporate.dow.com/en-us/purpose-in-action . Dow's website and its content are not deemed incorporated by reference into this report. Chemical Security Public and political attention continues to be placed on the protection of critical infrastructure, including the chemical industry, from security threats.
The Company had no drawdowns outstanding at December 31, 2024. Accounts Receivable Securitization Facilities In addition to the above credit facilities, the Company maintains a committed accounts receivable facility in the United States where eligible trade accounts receivable, up to $900 million, may be sold at any point in time.
The Company had no drawdowns outstanding at December 31, 2025. Accounts Receivable Securitization Facilities In addition to the above credit facilities, the Company maintains a committed accounts receivable facility in the United States where eligible trade accounts receivable, up to $900 million, may be sold at any point in time and expires in November 2028.
Environmental Matters Environmental Policies Dow is committed to world-class environmental, health and safety (“EH&S”) performance, as demonstrated by industry-leading results, a long-standing commitment to the American Chemistry Council's Responsible Care ® program, a strong commitment to achieve the Company's 2025 Sustainability Goals and Dow's drive to deliver against its targets around a circular economy and climate protection.
Environmental Matters Environmental Policies Dow is committed to world-class environmental, health and safety (“EH&S”) performance, as demonstrated by industry-leading results, a long-standing commitment to the American Chemistry Council's Responsible Care ® program, and a strong commitment to deliver against its targets around a circular economy and climate protection.
In total, the Company’s accrued liability for probable environmental remediation and restoration costs was $1,113 million at December 31, 2024, compared with $1,180 million at December 31, 2023.
In total, the Company’s accrued liability for probable environmental remediation and restoration costs was $1,011 million at December 31, 2025, compared with $1,113 million at December 31, 2024.
The Company has policies and procedures in place designed to ensure that it and its consolidated subsidiaries remain in compliance with applicable U.S. laws and regulations. 32 Table of Contents OVERVIEW The following is a summary of the results for the Company for the year ended December 31, 2024: The Company reported net sales in 2024 of $43 billion, down 4 percent from $45 billion in 2023, with decreases across all geographic regions, and driven by a decrease in local price of 4 percent.
The Company has policies and procedures in place designed to ensure that it and its consolidated subsidiaries remain in compliance with applicable U.S. laws and regulations. 35 Table of Contents OVERVIEW The following is a summary of the results for the Company for the year ended December 31, 2025: The Company reported net sales of $40 billion in 2025, down 7 percent from $43 billion in 2024, with decreases across all operating segments and geographic regions, and driven by a decrease in local price of 7 percent.
Dow is partnering to build industrial ecosystems to collect, reuse or recycle waste and expand its portfolio to meet rapidly growing demand for circular solutions. Further, Dow is redesigning product formulations in order to use circular feedstocks such as waste and renewable materials, thereby reducing the reliance on virgin fossil feedstocks.
Dow is partnering to build industrial ecosystems to collect, reuse or recycle waste and expand its portfolio to meet rapidly growing demand for circular 61 Table of Contents solutions. Further, Dow is redesigning product formulations to use circular feedstocks such as waste and renewable materials, thereby reducing reliance on virgin fossil feedstocks.
The Company bases the determination of pension expense on a market-related valuation of plan assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur.
The following discussion relates to the Company’s significant pension plans. The Company bases the determination of pension expense on a market-related valuation of plan assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur.
At December 31, 2024, goodwill was carried by five out of six of the Company's reporting units. 52 Table of Contents The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
At December 31, 2025, goodwill was carried by four out of six of the Company's reporting units. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024 .
Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 4, 2025.
As part of Dow’s sustainability targets, Dow intends to transform waste and alternative feedstocks to commercialize 3 million metric tons per year of circular and renewable solutions by 2030.
As part of Dow’s sustainability targets and in response to growing customer demand, Dow intends to transform waste and alternative feedstocks to commercialize 3 million metric tons per year of circular and renewable solutions by 2030.
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.
Additionally, in the second quarter of 2024, the Company received a pension plan reversion of approximately $70 million for a portion of the excess funding of one of its plans in Europe, included in "Other assets and liabilities, net" in the consolidated statements of cash flows. The Company expects to contribute approximately $180 million to its pension plans in 2026.
A 25 basis point increase in the discount rate assumption would increase the Company's NPBC credit for 2025 by $9 million. A 25 basis point decrease in the discount rate assumption would decrease the Company's NPBC credit for 2025 by $8 million.
A 25 basis point increase in the discount rate assumption would increase the Company's NPBC credit for 2026 by $8 million. A 25 basis point decrease in the discount rate assumption would decrease the Company's NPBC credit for 2026 by $5 million.
The amounts charged to income on a pretax basis related to environmental remediation totaled $197 million in 2024 and $203 million in 2023. The amounts charged to income on a pretax basis related to operating the Company's current pollution abatement facilities, excluding internal recharges, totaled $823 million in 2024 and $758 million in 2023.
The amounts charged to income on a pretax basis related to environmental remediation totaled $63 million in 2025 and $197 million in 2024. The amounts charged to income on a pretax basis related to operating the Company's current pollution abatement facilities, excluding internal recharges, totaled $819 million in 2025 and $823 million in 2024.
The table below provides information regarding asbestos-related claims pending against Union Carbide and Amchem based on criteria developed by Union Carbide and its external consultants: Asbestos-Related Claim Activity 2024 2023 Claims unresolved at Jan 1 6,367 6,873 Claims filed 4,568 4,199 Claims settled, dismissed or otherwise resolved (5,122) (4,705) Claims unresolved at Dec 31 5,813 6,367 Claimants with claims against both Union Carbide and Amchem (1,005) (1,236) Individual claimants at Dec 31 4,808 5,131 Plaintiffs’ lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants.
The table below provides information regarding asbestos-related claims pending against Union Carbide and Amchem based on criteria developed by Union Carbide and its external consultants: Asbestos-Related Claim Activity 2025 2024 Claims unresolved at Jan 1 5,813 6,367 Claims filed 4,615 4,568 Claims settled, dismissed or otherwise resolved (3,270) (5,122) Claims unresolved at Dec 31 7,158 5,813 Claimants with claims against both Union Carbide and Amchem (1,277) (1,005) Individual claimants at Dec 31 5,881 4,808 Plaintiffs’ lawyers often sue numerous defendants in individual lawsuits or on behalf of numerous claimants.
In 2024, the Company had net sales of $43 billion, of which 38 percent were to customers in the U.S. & Canada; 33 percent were in Europe, Middle East, Africa and India ("EMEAI"); while the remaining 29 percent were to customers in Asia Pacific and Latin America.
In 2025, the Company had net sales of $40 billion, of which 40 percent were to customers in the U.S. & Canada; 31 percent were in Europe, Middle East, Africa and India ("EMEAI"); while the remaining 29 percent were to customers in Asia Pacific and Latin America.
Cash Dividends Declared and Paid Declaration Date Record Date Payment Date Amount (per share) February 15, 2024 February 29, 2024 March 8, 2024 $ 0.70 April 11, 2024 May 31, 2024 June 14, 2024 $ 0.70 August 14, 2024 August 30, 2024 September 13, 2024 $ 0.70 October 10, 2024 November 29, 2024 December 13, 2024 $ 0.70 TDCC TDCC has committed to fund Dow Inc.'s dividends paid to common stockholders and share repurchases, as approved by the Board from time to time, as well as certain governance expenses.
Cash Dividends Declared and Paid Declaration Date Record Date Payment Date Amount (per share) February 13, 2025 February 28, 2025 March 14, 2025 $ 0.70 April 10, 2025 May 30, 2025 June 13, 2025 $ 0.70 July 24, 2025 August 29, 2025 September 12, 2025 $ 0.35 October 9, 2025 November 28, 2025 December 12, 2025 $ 0.35 TDCC TDCC has committed to fund Dow Inc.'s dividends paid to common stockholders and share repurchases, as approved by the Board from time to time, as well as certain governance expenses.
Table of Contents Page About Dow 32 Overview 33 Results of Operations 35 Segment Results 38 Packaging & Specialty Plastics 39 Industrial Intermediates & Infrastructure 39 Performance Materials & Coatings 40 Corporate 40 Outlook 41 Liquidity and Capital Resources 42 Other Matters 50 Critical Accounting Estimates 50 Environmental Matters 53 Asbestos-Related Matters of Union Carbide Corporation 60 ABOUT DOW Dow is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications.
Table of Contents Page About Dow 35 Overview 36 Results of Operations 38 Segment Results 41 Packaging & Specialty Plastics 42 Industrial Intermediates & Infrastructure 42 Performance Materials & Coatings 43 Corporate 43 Outlook 44 Liquidity and Capital Resources 45 Other Matters 54 Critical Accounting Estimates 54 Environmental Matters 57 Asbestos-Related Matters of Union Carbide Corporation 64 ABOUT DOW Dow is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications.
At December 31, 2024, the Company had accrued liabilities totaling $303 million ($319 million at December 31, 2023) for environmental remediation at the Midland and Wood-Ridge sites. In 2024, the Company spent $45 million ($48 million in 2023) for environmental remediation at the Midland and Wood-Ridge sites.
At December 31, 2025, the Company had accrued liabilities totaling $277 million ($303 million at December 31, 2024) for environmental remediation at the Midland and Wood-Ridge sites. In 2025, the Company spent $40 million ($45 million in 2024) for environmental remediation at the Midland and Wood-Ridge sites.
The Company may at any time repurchase certain debt securities in the open market or in privately negotiated transactions subject to: the applicable terms under which any such debt securities were issued, certain internal approvals of the Company, and applicable laws and regulations of the relevant jurisdiction in which any such potential transactions might take place.
Additionally, the Company repaid $334 million of long-term debt at maturity. 49 Table of Contents The Company may at any time repurchase certain debt securities in the open market or in privately negotiated transactions subject to: the applicable terms under which any such debt securities were issued, certain internal approvals of the Company, and applicable laws and regulations of the relevant jurisdiction in which any such potential transactions might take place.
In addition, 2024 included a cash inflow for the sale of the flexible packaging laminating adhesives business and a cash outflow for the acquisition of Circulus Holdings, LLC, a U.S. mechanical recycling company. The Company's capital expenditures were $2,940 million in 2024 and $2,356 million in 2023.
Cash used for investing activities in 2024 also included a cash inflow for the sale of the flexible packaging laminating adhesives business and a cash outflow for the acquisition of Circulus Holdings, LLC, a U.S. mechanical recycling company. The Company's capital expenditures were $2,479 million in 2025 and $2,940 million in 2024.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS STATEMENT ON CURRENCY EXCHANGE RATES The Company's global business operations give rise to market risk exposure related to changes in foreign currency exchange rates and international capital flows that may be affected by extensive regulations and controls, especially in developing or highly inflationary countries such as Argentina.
Currency Exchange Rates The Company's global business operations give rise to market risk exposure related to changes in foreign currency exchange rates and international capital flows that may be affected by extensive regulations and controls, especially in developing or highly inflationary countries such as Argentina.
At December 31, 2024, the Company had accrued obligations of $1,113 million for probable environmental remediation and restoration costs, including $234 million for the remediation of Superfund sites.
At December 31, 2025, the Company had accrued obligations of $1,011 million for probable environmental remediation and restoration costs, including $221 million for the remediation of Superfund sites.
As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate. In 2024, the Company issued an aggregate principal amount of $94 million of InterNotes ® .
As a result of the redemption, the Company recognized a pretax loss of $18 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate. In 2025, the Company issued an aggregate principal amount of $378 million of InterNotes ® .
The following tables provide information on dividends declared and paid to common stockholders: Dividends Paid for the Years Ended Dec 31 2024 2023 In millions, except per share amounts Dividends paid, per common share $ 2.80 $ 2.80 Dividends paid to common stockholders $ 1,966 $ 1,972 47 Table of Contents Dow Inc.
The following tables provide information on dividends declared and paid to common stockholders: Dividends Paid for the Years Ended Dec 31 2025 2024 In millions, except per share amounts Dividends paid, per common share $ 2.10 $ 2.80 Dividends paid to common stockholders $ 1,490 $ 1,966 Dow Inc.
ERM identifies significant or major risks to the Company and develops action plans to modify or mitigate risks. Every few years, Dow also utilizes a robust scenario analysis to assess the long-term materiality and impact of climate-related risks and opportunities. Scenario analysis is used to challenge business-as-usual assumptions and strengthen the resiliency of the Company’s Decarbonize & Grow strategy.
Every few years, Dow also utilizes a robust scenario analysis to assess the long-term materiality and impact of climate-related risks and opportunities. Scenario analysis is used to challenge business-as-usual assumptions and strengthen the resiliency of the Company’s Decarbonize & Grow strategy.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeTotal Daily VAR by Exposure Type at Dec 31 2024 2023 In millions Year-end Average Year-end Average Commodities $ 10 $ 12 $ 14 $ 11 Equity securities 11 11 6 8 Foreign exchange 23 22 20 17 Interest rate 118 139 139 177 Composite $ 162 $ 184 $ 179 $ 213 The Company’s daily VAR for the aggregate of all positions decreased from a composite VAR of $179 million at December 31, 2023 to a composite VAR of $162 million at December 31, 2024.
Biggest changeTotal Daily VAR by Exposure Type at Dec 31 2025 2024 In millions Year-end Average Year-end Average Commodities $ 11 $ 9 $ 10 $ 12 Equity securities 16 15 11 11 Foreign exchange 41 36 23 22 Interest rate 114 126 118 139 Composite $ 182 $ 186 $ 162 $ 184 The Company’s daily VAR for the aggregate of all positions increased from a composite VAR of $162 million at December 31, 2024 to a composite VAR of $182 million at December 31, 2025.
This model uses a 97.5 percent confidence level and includes at least one year of historical data. The 2024 and 2023 year-end and average daily VAR for the aggregate of all positions are shown below. These amounts are immaterial relative to the total equity of the Company.
This model uses a 97.5 percent confidence level and includes at least one year of historical data. The 2025 and 2024 year-end and average daily VAR for the aggregate of all positions are shown below. These amounts are immaterial relative to the total equity of the Company.
The interest rate VAR decreased due to a decrease in interest rate volatility. The equity securities VAR increased due to an increase in equity exposure. The foreign exchange VAR increased due to an increase in outstanding derivatives and bonds designated as hedging instruments. The commodities VAR decreased due to a decrease in managed exposures.
The interest rate VAR decreased due to a decrease in volatility. The equity securities VAR increased due to an increase in volatility. The foreign exchange VAR and commodities VAR each increased due to an increase in exposure. See Note 21 to the Consolidated Financial Statements for further disclosure regarding market risk. 65 Table of Contents
Removed
See Note 21 to the Consolidated Financial Statements for further disclosure regarding market risk. 61 Table of Contents