# DOW INC. (DOW)

Informational only - not investment advice.

CIK: 0001751788
SIC: 2821 Plastic Materials, Synth Resins & Nonvulcan Elastomers
SIC breadcrumb: [Manufacturing](/division/D/) > [Chemicals And Allied Products](/major-group/28/) > [SIC 2821 Plastic Materials, Synth Resins & Nonvulcan Elastomers](/industry/2821/)
Latest 10-K filed: 2026-02-03
SEC page: https://www.sec.gov/edgar/browse/?CIK=1751788
Filing source: https://www.sec.gov/Archives/edgar/data/1751788/000175178826000018/dow-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-02-03 · accession 0001751788-26-000018 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001751788.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 39,968,000,000 USD | 2025 | verified |
| Net income | -2,444,000,000 USD | 2025 | verified |
| Assets | 58,538,000,000 USD | 2025 | verified |
| Free cash flow | -1,447,000,000 USD | 2025 | computed |
| Net margin | -6.11% | 2025 | computed |
| Revenue YoY | -6.97% | 2025 | computed |
| ROE | -15.27% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | DOW | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | -6.1% | -6.1% | 50 | 9 |
| Revenue growth | -7.0% | -2.3% | 12 | 9 |
| FCF margin | -3.6% | 4.1% | 22 | 10 |
| ROE | -15.3% | -5.2% | 12 | 9 |
| ROA | -4.2% | -3.4% | 33 | 10 |
| Liabilities / equity | 2.66 | 1.16 | 88 | 9 |
| Current ratio | 1.97 | 2.10 | 44 | 10 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 2821 Plastic Materials, Synth Resins & Nonvulcan Elastomers, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 39968000000 | USD | 2025 | 2026-02-03 |
| Net income | -2444000000 | USD | 2025 | 2026-02-03 |
| Assets | 58538000000 | USD | 2025 | 2026-02-03 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-03. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001751788.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 49,604,000,000 | 42,951,000,000 | 38,542,000,000 | 54,968,000,000 | 56,902,000,000 | 44,622,000,000 | 42,964,000,000 | 39,968,000,000 |
| Net income | 595,000,000 | 4,775,000,000 | -1,272,000,000 | 1,294,000,000 | 6,405,000,000 | 4,640,000,000 | 660,000,000 | 1,201,000,000 | -2,444,000,000 |
| Diluted EPS | 0.60 | 6.21 | -1.84 | 1.64 | 8.38 | 6.28 | 0.82 | 1.57 | -3.70 |
| Operating cash flow | -4,929,000,000 | 4,254,000,000 | 5,930,000,000 | 6,226,000,000 | 7,009,000,000 | 7,475,000,000 | 5,196,000,000 | 2,914,000,000 | 1,032,000,000 |
| Capital expenditures | 2,807,000,000 | 2,091,000,000 | 1,961,000,000 | 1,252,000,000 | 1,501,000,000 | 1,823,000,000 | 2,356,000,000 | 2,940,000,000 | 2,479,000,000 |
| Dividends paid |  | 0.00 | 1,550,000,000 | 2,071,000,000 | 2,073,000,000 | 2,006,000,000 | 1,972,000,000 | 1,966,000,000 | 1,490,000,000 |
| Share buybacks | 0.00 | 0.00 | 500,000,000 | 125,000,000 | 1,000,000,000 | 2,325,000,000 | 625,000,000 | 494,000,000 | 0.00 |
| Assets |  | 83,699,000,000 | 60,524,000,000 | 61,470,000,000 | 62,990,000,000 | 60,603,000,000 | 57,967,000,000 | 57,312,000,000 | 58,538,000,000 |
| Stockholders' equity | 31,515,000,000 | 32,483,000,000 | 13,541,000,000 | 12,435,000,000 | 18,165,000,000 | 20,718,000,000 | 18,607,000,000 | 17,355,000,000 | 16,008,000,000 |
| Cash and cash equivalents | 6,189,000,000 | 2,724,000,000 | 2,367,000,000 | 5,104,000,000 | 2,988,000,000 | 3,886,000,000 | 2,987,000,000 | 2,189,000,000 | 3,816,000,000 |
| Free cash flow | -7,736,000,000 | 2,163,000,000 | 3,969,000,000 | 4,974,000,000 | 5,508,000,000 | 5,652,000,000 | 2,840,000,000 | -26,000,000 | -1,447,000,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  | 9.63% | -2.96% | 3.36% | 11.65% | 8.15% | 1.48% | 2.80% | -6.11% |
| Return on equity | 1.89% | 14.70% | -9.39% | 10.41% | 35.26% | 22.40% | 3.55% | 6.92% | -15.27% |
| Return on assets |  | 5.70% | -2.10% | 2.11% | 10.17% | 7.66% | 1.14% | 2.10% | -4.18% |
| Liabilities / equity |  | 1.58 | 3.47 | 3.94 | 2.47 | 1.93 | 2.12 | 2.30 | 2.66 |
| Current ratio |  | 2.53 | 1.57 | 1.72 | 1.58 | 1.81 | 1.77 | 1.61 | 1.97 |

## As-reported value updates

No tracked differences above grepcent's stated thresholds and capped precision rule were found between the earliest XBRL-filed value and the value currently on file for the standardized annual metrics grepcent tracks.


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001751788.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 2.26 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.02 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.13 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 11,420,000,000 | 501,000,000 | 0.68 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 10,730,000,000 | 327,000,000 | 0.42 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 10,621,000,000 | -95,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 10,765,000,000 | 538,000,000 | 0.73 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 10,915,000,000 | 458,000,000 | 0.62 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 10,879,000,000 | 240,000,000 | 0.30 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 10,405,000,000 | -35,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 10,431,000,000 | -290,000,000 | -0.44 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 10,104,000,000 | -801,000,000 | -1.18 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 9,973,000,000 | 124,000,000 | 0.08 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 9,460,000,000 | -1,477,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 9,794,000,000 | -445,000,000 | -0.74 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from DOW's latest 10-K: [/company/DOW/business/](/company/DOW/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from DOW's latest 10-K: [/company/DOW/risk-factors/](/company/DOW/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1751788/000175178826000147/dow-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-07-24
Report date: 2026-06-30

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q is a combined report being filed by Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries (“TDCC” and together with Dow Inc., “Dow” or the "Company") due to the parent/subsidiary relationship between Dow Inc. and TDCC. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Each of Dow Inc. and TDCC is filing information in this report on its own behalf and neither company makes any representation to the information relating to the other company.

Pursuant to General Instruction H(1)(a) and (b) for Form 10-Q "Omission of Information by Certain Wholly-Owned Subsidiaries," TDCC is filing this Form 10-Q with the reduced disclosure format.

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 upon the sale of a portion of the entity's membership interests on May 1, 2025. The term "EMEAI" refers to the geographic region of Europe, Middle East, Africa and India.

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

STATEMENT ON MIDDLE EAST CONFLICT

During 2026, geopolitical instability in the Middle East, including the conflict involving Iran, Israel, and the United States and related tensions affecting maritime transit through the Strait of Hormuz, has disrupted global energy and petrochemical supply chains. The Strait of Hormuz remains a critical shipping corridor for crude oil, refined products, natural gas, and chemical feedstocks. Although the intensity and nature of the conflict have changed over time and diplomatic efforts continue, periodic security incidents, shipping restrictions and uncertainty regarding access to regional ports and trade routes have continued to affect global markets. These conditions have contributed to volatility in energy and feedstock prices, disruptions to regional production and logistics networks, longer transit times, and shifts in global trade flows as production and sourcing have been rebalanced to alternative regions. As a result, portions of the global chemical industry have experienced supply constraints, increased transportation and operating costs, and reduced supply chain reliability, particularly in Asia Pacific and Europe. Additionally, the Company's joint ventures located in the Middle East have been directly impacted by the conflict.

The Company operates in cost-advantaged geographic regions, including the U.S. & Canada and Latin America, which have not been directly impacted by the Middle East conflict. Additionally, the Company's feedstock flexibility has allowed the Company to operate its European assets competitively, despite the volatile energy and feedstock environment.

TRANSFORM TO OUTPERFORM

In 2026, the Company announced Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company’s operating model, reducing its cost structure and delivering faster growth. Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and is accretive to the $1 billion structural cost reductions announced in the first quarter of 2025. In the first half of 2026, the Company delivered $190 million in Operating EBITDA improvement from Transform to Outperform.

OUTLOOK

In the second half of 2026, Dow will continue to build a more agile and resilient company that sets a new competitive standard. The Company will do so by advancing three priorities: growth and innovation in attractive end markets, investing in and strengthening its portfolio, and ensuring balanced capital allocation. Aligned to this, Transform to Outperform is delivering improvements in both growth and productivity, and the Company expects the impact of these efforts to ramp significantly throughout the remainder of this year and into 2027. Taken together, Dow's collective actions are focused on enhancing the long-term value the Company delivers across the cycle.

46

Table of Contents

OVERVIEW

The following is a summary of the results for the three months ended June 30, 2026:

•The Company reported net sales in the second quarter of 2026 of $12.1 billion, up 20 percent from $10.1 billion in the second quarter of 2025; Packaging & Specialty Plastics (up 27 percent), Industrial Intermediates & Infrastructure (up 14 percent) and Performance Materials & Coatings (up 11 percent). Net sales increased in all geographic regions; Latin America (up 41 percent), the U.S. & Canada and EMEAI (both up 20 percent), and Asia Pacific (up 5 percent).

•Local price increased 20 percent compared with the second quarter of 2025 and was up in all operating segments; Packaging & Specialty Plastics (up 30 percent), Industrial Intermediates & Infrastructure (up 15 percent) and Performance Materials & Coatings (up 4 percent). Local price was up in all geographic regions; Latin America (up 32 percent), EMEAI (up 21 percent), the U.S. & Canada (up 17 percent) and Asia Pacific (up 14 percent).

•Currency had a favorable impact of 1 percent on net sales compared with the second quarter of 2025, driven by EMEAI (up 3 percent).

•Volume decreased 1 percent compared with the second quarter of 2025 and was mixed by operating segment; Packaging & Specialty Plastics (down 4 percent), Industrial Intermediates & Infrastructure (down 2 percent) and Performance Materials & Coatings (up 6 percent). Volume increased in Latin America (up 9 percent) and in the U.S. & Canada (up 3 percent) and was more than offset by a decrease in Asia Pacific (down 9 percent) and EMEAI (down 4 percent).

•Restructuring and asset related charges - net was $503 million in the second quarter of 2026, compared with $591 million in the second quarter of 2025. The second quarter of 2026 included pretax charges related to severance and related benefit costs associated with Transform to Outperform, as well as exit and disposal costs and asset write-downs and write-offs associated with the 2025 Restructuring Program. The second quarter of 2025 included asset write-downs and write-offs, severance and related benefits costs, and exit and disposal costs related to asset actions associated with the 2025 Restructuring Program.

•Equity in earnings (losses) of nonconsolidated affiliates was earnings of $36 million in the second quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $30 million in the second quarter of 2025. The increase in equity earnings was primarily driven by the Company's suspension of the recognition of its share of equity losses from the Sadara joint venture in 2026.

•Net income attributable to noncontrolling interests was $81 million in the second quarter of 2026, compared with $34 million in the second quarter of 2025. The increase reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management. InfraPark purchased 40 percent of the membership interests in Diamond Infrastructure Solutions in the second quarter of 2025 and an additional 9 percent in the third quarter of 2025.

•Net income (loss) available for Dow Inc. and TDCC common stockholder(s) was income of $721 million and $715 million, respectively, in the second quarter of 2026, compared with a loss of $835 million and $816 million, respectively, in the second quarter of 2025. Earnings (loss) per share for Dow Inc. was earnings of $0.99 per share in the second quarter of 2026, compared with a loss of $1.18 per share in the second quarter of 2025.

•Cash provided by operating activities - continuing operations was $1,324 million in the second quarter of 2026, up $1,794 million compared with the second quarter of 2025. The increase is primarily driven by improved earnings in the second quarter of 2026.

•On April 9, 2026, Dow Inc. announced results from the 2026 Annual Stockholder Meeting, including the election of all incumbent directors to its Board of Directors ("Board").

•On April 9, 2026, Dow Inc. announced that its Board declared a dividend of $0.35 per share, payable on June 12, 2026, to shareholders of record as of May 29, 2026. This marks the 459th consecutive dividend paid by the Company or its affiliates since 1912.

•On April 14, 2026, Dow Inc. announced that its Board appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026. Ms. Carter succeeded Jim Fitterling, who transitioned from Chief Executive Officer to Executive Chair, effective July 1, 2026. The Board also appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026.

•At June 30, 2026, the Company had approximately 32,800 employees.

47

Table of Contents

In addition, the following events occurred subsequent to the second quarter of 2026:

•On July 15, 2026, the Company received a refund from the Canada Revenue Agency of $452 million Canadian dollars (equivalent to approximately $318 million U.S. dollars) associated with withholding taxes on the judgment paid by Nova Chemicals Corporation ("Nova") in connection with a legal matter in the first quarter of 2026.

RESULTS OF OPERATIONS

Net Sales

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

[[GREPCENT_TABLE]]
[["Summary of Sales Results","Three Months Ended","Six Months Ended"],["In millions","Jun 30, 2026","Jun 30, 2025","Jun 30, 2026","Jun 30, 2025"],["Net sales","$","12,092","","$","10,104","","$","21,886","","$","20,535"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["Sales Variances by Operating Segment and Geographic Region","Three Months Ended Jun 30, 2026","Six Months Ended Jun 30, 2026"],["Local Price & Product Mix","Currency","Volume","","Total","Local Price & Product Mix","Currency","Volume","","Total"],["Percentage change from prior year"],["Packaging & Specialty Plastics","30","%","1","%","(4)","%","","27","%","10","%","2","%","(3)","%","","9","%"],["Industrial Intermediates & Infrastructure","15","","1","","(2)","","","14","","3","","3","","(3)","","","3"],["Performance Materials & Coatings","4","","1","","6","","","11","","\u2014","","2","","4","","","6"],["Total","20","%","1","%","(1)","%","","20","%","6","%","2","%","(1)","%","","7","%"],["Total, excluding the Hydrocarbons & Energy business","18","%","1","%","\u2014","%","","19","%","6","%","2","%","\u2014","%","","8","%"],["U.S. & Canada","17","%","\u2014","%","3","%","","20","%","5","%","\u2014","%","(1)","%","","4","%"],["EMEAI","21","","3","","(4)","","","20","","7","","6","","(4)","","","9"],["Asia Pacific","14","","\u2014","","(9)","","","5","","3","","1","","(5)","","","(1)"],["Latin America","32","","\u2014","","9","","","41","","12","","\u2014","","9","","","21"],["Total","20","%","1","%","(1)","%","","20","%","6","%","2","%","(1)","%","","7","%"]]
[[/GREPCENT_TABLE]]

Net sales in the second quarter of 2026 were $12.1 billion, up 20 percent from $10.1 billion in the second quarter of 2025, with local price up 20 percent, a favorable currency impact of 1 percent, and volume down 1 percent. Net sales increased in all operating segments and all geographic regions. Local price increased in all geographic regions and all operating segments, with Packaging & Specialty Plastics up 30 percent, Industrial Intermediates & Infrastructure up 15 percent, and Performance Materials & Coatings up 4 percent. Volume decreased 1 percent, driven by Asia Pacific (down 9 percent) and EMEAI (down

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1751788/000175178826000018/dow-20251231.htm
Complete FY 2025 MD&A: /company/DOW/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high
Filing date: 2026-02-03
Report date: 2025-12-31

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

STATEMENT ON MACROECONOMIC CONDITIONS AND CURRENCY EXCHANGE RATES

Overview of Macroeconomic Conditions and the Company’s Response

The Company has continued to face challenging market conditions in 2025, including the significant impact of slower global GDP growth. Industry overcapacity and newer entrants exporting at anti-competitive economics have negatively impacted the Company’s results of operations and cash flows and are expected to continue to do so. In addition, the current uncertain geopolitical environment, including the impact of trade policies, has resulted in increased volatility in global markets, also negatively impacting the Company’s results of operations and cash flows. The macroeconomic conditions experienced in 2025 are expected to persist in the near term for the Company and the industry alike.

Despite these challenges, the Company has maintained a strong financial position and solid liquidity and has taken actions to mitigate impacts on its supply chain and results of operations. At the time of this filing, the ultimate impact of tariff policies and other evolving global trade measures, coupled with existing macroeconomic challenges, is uncertain. The Company is actively monitoring global trade developments to identify actions necessary to maintain competitiveness while it adapts to these new economic challenges and continuing to work with regulatory bodies to address anti-competitive behavior. More information on these risks and potential impact to the Company can be found in Part I, Item 1A. Risk Factors.

In the first quarter of 2025, Dow announced targeted cost actions to reduce structural costs by $1 billion over the next two years, while its businesses work to balance supply with profitable demand. The cost actions target areas such as third-party spending and include a workforce reduction of approximately 1,500 roles. The Company also announced reductions to its capital expenditures for 2025.

The Company announced further actions to address ongoing macroeconomic volatility and persistently slower global GDP growth in the second quarter of 2025, including the decision to delay construction of its Path2Zero project in Fort Saskatchewan, Alberta, Canada. The Company’s expected 2025 enterprise-wide capital expenditures were adjusted to $2.5 billion from the Company's original plan of $3.5 billion after the actions taken in the first and second quarters of 2025.

In January 2026, the Company provided an updated timeline for its Fort Saskatchewan Path2Zero project, delaying completion of the project by two years, and expects the first and second phases of the project to start up by the end of 2029 and 2030, respectively. Dow remains committed to its Path2Zero project and the growth upside it will enable in targeted applications like pressure pipe, wire and cable, and food packaging. The project is expected to be the world’s first net-zero Scope 1 and 2 carbon dioxide equivalent emissions integrated ethylene and derivatives complex.

On July 7, 2025, the Company announced additional restructuring actions, approved by its Board of Directors ("Board") on June 30, 2025, to rationalize its global asset footprint, including actions related to the three assets identified as part of the Company’s expanded strategic review of its European assets and certain corporate and other assets, and to enhance the Company’s competitiveness over the economic cycle. The program includes asset write-down and write-off charges, severance and related benefit costs, contract termination fees and other exit and disposal costs. These actions will be completed by the Company primarily over the next four years, including the asset shut downs and completion of the related decommissioning and demolition activities. Significant actions approved to date include the following:

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

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

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

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

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

34

Table of Contents

Beginning with the third quarter of 2025, the Company’s Board reduced the dividend by 50 percent to $0.35 per share, in response to the prolonged industry downturn. The adjustment to the size of the dividend reflects the Company’s balanced capital allocation approach and enhances financial flexibility amidst a persistently challenging macroeconomic environment.

On January 29, 2026, the Company announced Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company’s operating model, reducing its cost structure and delivering faster growth. Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and will be accretive to the $1 billion structural cost reductions announced in the first quarter of 2025. The Company expects to incur one-time costs and charges related to Transform to Outperform of $1.1 billion to $1.5 billion, including severance and related benefit costs of $600 million to $800 million associated with approximately 4,500 roles. Charges for severance and related benefit costs and the related implementation costs will be incurred primarily over the next two years.

Currency Exchange Rates

The Company's global business operations give rise to market risk exposure related to changes in foreign currency exchange rates and international capital flows that may be affected by extensive regulations and controls, especially in developing or highly inflationary countries such as Argentina. The Company continues to monitor these situations and take appropriate actions as necessary to manage the financial impact pursuant to established guidelines and policies. If the Company is unable to manage certain exposures in a cost-effective manner it could have a significant negative impact on its future results of operations and cash flows. A detailed discussion of these and other principal risks and uncertainties, which may negatively impact the future results of the Company, are included in Part I, Item 1A. Risk Factors.

[[GREPCENT_TABLE]]
[["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"]]
[[/GREPCENT_TABLE]]

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

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.

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

Local price decreased 7 percent compared with 2024, with decreases in all operating segments and geographic regions. Local price decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).

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

Restructuring, goodwill impairment and asset related charges - net were $1,856 million in 2025 compared with $103 million in 2024. The restructuring charges recognized in 2025 were related to actions approved by the Board in January and June 2025 and consisted of severance and related benefit costs of $389 million, asset write-downs and write-offs of $349 million and costs associated with exit and disposal activities of $124 million. The Company also reported an impairment charge of $690 million related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit, a pretax impairment charge of $303 million related to the assets used for chlor-alkali, propylene oxide and brine production in Latin America, and $1 million of asset related charges associated with the Company's 2023 Restructuring Program in 2025.

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

Sundry income (expense) - net for Dow Inc. and TDCC was income of $140 million and $157 million, respectively, in 2025, compared with income of $415 million and $404 million, respectively, in 2024. Sundry income (expense) - net decreased primarily due to non-cash settlement charges related to the Company's pension derisking activities and lower non-operating pension and postretirement benefit plan credits, partially offset by gains on the divestiture of the Company's ownership in its DowAksa Advanced Composites Holdings BV joint venture ("DowAksa") and the sale of its soil fumigation product line.

Net income attributable to noncontrolling interests was $179 million in 2025, compared with $85 million in 2024. The increase reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark Holdings, LLC ("InfraPark"), a subsidiary of a fund managed by Macquarie Asset Management. InfraPark purchased 49 percent of the membership interests in Diamond Infrastructure Solutions in 2025.

Net income (loss) available for Dow Inc. and TDCC common stockholder(s) was a loss of $2,623 million and $2,598 million, respectively, in 2025, compared with income of $1,116 million and $1,127 million, respectively, in 2024. Earnings (loss) per share for Dow Inc. was a loss of $3.70 per share in 2025, compa

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/DOW/mda/fy2025/
All MD&A years: /company/DOW/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/DOW/mda/fy2024/): filed 2025-02-04; accession 0001751788-25-000012 (https://www.sec.gov/Archives/edgar/data/1751788/000175178825000012/dow-20241231.htm)
- [FY 2023 MD&A](/company/DOW/mda/fy2023/): filed 2024-01-31; accession 0001751788-24-000010 (https://www.sec.gov/Archives/edgar/data/1751788/000175178824000010/dow-20231231.htm)
- [FY 2022 MD&A](/company/DOW/mda/fy2022/): filed 2023-02-01; accession 0001751788-23-000014 (https://www.sec.gov/Archives/edgar/data/1751788/000175178823000014/dow-20221231.htm)
- [FY 2021 MD&A](/company/DOW/mda/fy2021/): filed 2022-02-04; accession 0001751788-22-000011 (https://www.sec.gov/Archives/edgar/data/1751788/000175178822000011/dow-20211231.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 2821 Plastic Materials, Synth Resins & Nonvulcan Elastomers) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm

Macro-to-micro threads including this sector: [Inflation (CPI / PCE / PPI)](/thread/inflation-cpi-pce-ppi/), [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Money & trade](/thread/money-trade/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/), [Industrial orders & inventories](/thread/industrial-orders/), [Trade & external](/thread/trade-external/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/DOW.md · JSON record: /company/DOW.json · verified financials: /company/DOW/financials.json / /company/DOW/financials.csv · machine TOC for the whole site: /llms.txt