Dow DOW · USD

SEGMENTS AND GEOGRAPHIC REGIONSSales are attributed to geographic region based on customer location; long-lived assets are attributed to geographic region based on asset location. Geographic Region Information United StatesEMEAIRest of WorldTotalIn millions2025Sales to external customers$14,729 $12,589 $12,650 $39,968 Long-lived assets $14,804 $2,750 $4,696 $22,250 2024Sales to external customers$15,304 $13,958 $13,702 $42,964 Long-lived assets $15,216 $2,726 $4,062 $22,004 2023Sales to external customers$15,328 $14,537 $14,757 $44,622 Long-lived assets $15,012 $2,681 $3,373 $21,066 Dow’s measure of profit/loss for segment reporting purposes is Operating EBIT as this is the manner in which the chief executive officer, chief operating officer, chief financial officer, general counsel and corporate secretary, and senior vice president of corporate development, together the "executive committee" and chief operating decision maker ("CODM"), assesses performance and allocates resources. The CODM compares quarterly results to both the year-ago and sequential periods to assess performance and allocate resources to each segment. The Company defines Operating EBIT as earnings (i.e., "Income before income taxes") before interest, excluding the impact of significant items. Operating EBIT by segment includes all operating items relating to the businesses; items that principally apply to Dow as a whole are assigned to Corporate.Segment Operating EBIT 1Pack. & Spec. PlasticsInd. Interm. & Infrast.Perf. Materials & CoatingsOperating Segment TotalIn millions2025Net sales$19,970 $11,163 $8,134 $39,267 Cost of sales18,294 11,049 7,184 36,527 SARD 2890 483 608 1,981 Equity in earnings (losses) of nonconsolidated affiliates35 (282)5 (242)Other segment income (expense) items 36 90 (41)55 Segment Operating EBIT 4$827 $(561)$306 $572 2024Net sales$21,776 $11,869 $8,574 $42,219 Cost of sales18,540 11,215 7,479 37,234 SARD 2977 518 690 2,185 Equity in earnings (losses) of nonconsolidated affiliates81 (102)11 (10)Other segment income (expense) items 333 91 (98)26 Segment Operating EBIT 4$2,373 $125 $318 $2,816 2023Net sales$23,149 $12,538 $8,497 $44,184 Cost of sales19,563 11,654 7,548 38,765 SARD 2964 574 690 2,228 Equity in earnings (losses) of nonconsolidated affiliates130 (276)20 (126)Other segment income (expense) items 3(52)90 (60)(22)Segment Operating EBIT 4$2,700 $124 $219 $3,043 1.

NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIESNotes Payable at Dec 31In millions20252024Notes payable to banks and other lenders$90 $135 Year-end average interest rates32.18 %36.03 %Long-Term Debt at Dec 312025 Average Rate20252024AverageRate2024In millionsPromissory notes and debentures:Final maturity 2025— %$— 5.63 %$333 Final maturity 20284.80 %600 4.80 %600 Final maturity 2029 17.53 %952 7.58 %1,368 Final maturity 20302.10 %818 2.10 %818 Final maturity 2031 and thereafter 15.36 %11,553 5.37 %9,192 Other facilities:Foreign currency notes and loans, various rates and maturities1.98 %2,237 2.01 %2,540 InterNotes®, varying maturities through 20554.81 %1,011 4.31 %661 Medium-term notes, maturity 2025— %— 4.75 %1 Finance lease obligations 21,126 939 Unamortized debt discount and issuance costs(226)(244)Long-term debt due within one year 3(222)(497)Long-term debt$17,849 $15,711 1.Cost includes net fair value hedge adjustment gains of $27 million at December 31, 2025 ($9 million at December 31, 2024). See Note 21 for additional information.2.See Note 16 for additional information. 3.Presented net of current portion of unamortized debt issuance costs.Maturities of Long-Term Debt for Next Five Years at Dec 31, 2025In millions2026$222 2027$797 2028$763 2029$1,070 2030$1,046 2025 ActivityIn the first quarter of 2025, the Company completed debt neutral liability management activities. The Company issued $1 billion of senior unsecured notes. This offering included $400 million aggregate principal amount of 5.35 percent notes due 2035 and $600 million aggregate principal amount of 5.95 percent notes due 2055. The Company used the proceeds to complete cash tender offers for certain debt securities. In total, $943 million aggregate principal amount was tendered and retired. As a result, the Company recognized a pretax loss of $60 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate.In the third quarter of 2025, the Company issued $1.4 billion of senior unsecured notes. This offering included $750 million aggregate principal amount of 4.80 percent notes due 2031 and $650 million aggregate principal amount of 5.65 percent notes due 2036. Additionally, the Company redeemed $55 million aggregate principal amount of 9.40 percent notes due 2039.

Risk Management and StrategyThe Company has processes in place to identify, assess and monitor material risks from cybersecurity threats, which are part of the Company’s overall enterprise risk management process and have been embedded in the Company’s operating procedures, internal controls and information systems. Dow's comprehensive cybersecurity and information security framework includes risk assessment and mitigation through a threat intelligence-driven approach, application controls, and enhanced security with ransomware defense. 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. In addition, the Company maintains business continuity and disaster recovery plans as well as a cybersecurity insurance policy.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. Formal training on topics relating to the Company’s cybersecurity, data privacy and information security policies and procedures is mandatory at least annually for all employees, contractors and third parties with access to the Company’s network. Training is administered and tracked through online learning modules. 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. Training is supplemented through regular Company communications with frequent updates to educate on the latest adversary trends and social engineering techniques.

GOODWILL AND OTHER INTANGIBLE ASSETSThe following table shows changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2025 and 2024:GoodwillPackaging & Specialty PlasticsIndustrial Intermediates & InfrastructurePerformance Materials & CoatingsTotalIn millionsBalance at Jan 1, 2024$5,103 $1,094 $2,444 $8,641 Foreign currency impact(6)(2)(89)(97)Purchase of Circulus Holdings, LLC37 — — 37 Sale of laminating adhesives business(16)— — (16)Balance at Dec 31, 2024$5,118 $1,092 $2,355 $8,565 Foreign currency impact$13 $5 $95 $113 Sale of soil fumigation product line— (10)— (10)Goodwill impairment— (690)— (690)Balance at Dec 31, 2025$5,131 $397 $2,450 $7,978 The Company has six reporting units in total: Coatings & Performance Monomers, Consumer Solutions, Hydrocarbons & Energy, Industrial Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals. At December 31, 2025, goodwill was carried by all reporting units except Coatings & Performance Monomers and Polyurethanes & Construction Chemicals.Goodwill ImpairmentsThe carrying amounts of goodwill at December 31, 2025, were net of accumulated impairments of $999 million in Industrial Intermediates & Infrastructure ($309 million at December 31, 2024) and $2,530 million in Performance Materials & Coatings ($2,530 million at December 31, 2024).Goodwill Impairment TestingIn the second quarter of 2025, the Company identified potential indicators of goodwill impairment due to announced restructuring actions and ongoing macroeconomic challenges. As a result, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount. This assessment indicated that the Consumer Solutions reporting unit, part of the Performance Materials & Coatings segment, required an interim quantitative goodwill impairment test as of June 30, 2025. The test concluded that no goodwill impairment existed, as the fair value of the Consumer Solutions reporting unit exceeded its carrying value. Fair value was estimated using a discounted cash flow model that incorporated current market conditions and the anticipated effects of the restructuring actions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

The following table summarizes the activity for equity attributable to noncontrolling interests for the years ended December 31, 2025, 2024 and 2023:Noncontrolling InterestsIn millions202520242023Balance at Jan 1$496 $501 $529 Net income attributable to noncontrolling interests 179 85 71 Distributions to noncontrolling interests 1(212)(69)(81)Sale of noncontrolling interests1,028 — — Cumulative translation adjustments23 (20)(19)Other— (1)1 Balance at Dec 31$1,514 $496 $501 1.Distributions to noncontrolling interests are net of $8 million in 2025 ($8 million in 2024 and 2023) in dividends paid to a joint venture, which were reclassified to "Equity in earnings (losses) of nonconsolidated affiliates" in the consolidated statements of income. In 2025, distributions include $47 million of dividends declared but not yet paid, included in "Accrued and other current liabilities" in the consolidated balance sheets.

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITSDefined Benefit Pension PlansThe Company has both funded and unfunded defined benefit pension plans in the United States and a number of other countries. The U.S. tax-qualified plan administered by TDCC is the largest plan. In 2021, the Company announced changes to the design of its U.S. tax-qualified and non-qualified pension plans (collectively, the "U.S. Plans"), which covered substantially all U.S. employees. As a result, effective December 31, 2023, the Company froze the pensionable compensation and credited service amounts used to calculate pension benefits for substantially all employees who participated in the U.S. Plans.Separately, in the fourth quarter of 2023, certain Company pension plans in the United States and Canada purchased or converted to nonparticipating group annuity contracts from certain insurance companies, irrevocably transferring certain benefit obligations and related plan assets to the insurers. These transactions did not require any cash funding from the Company and did not impact the pension benefits of participants. As a result of these transactions, the Company recognized pretax, non-cash settlement charges of $642 million in 2023, primarily related to the accelerated recognition of a portion of the accumulated actuarial losses of the plans, recorded in “Sundry income (expense) – net” in the consolidated statements of income and related to Corporate. In the fourth quarter of 2025, the Company terminated certain U.S. tax-qualified pension plans, which included the tax-qualified benefit obligations for substantially all employees hired after January 1, 2008. These employees earned benefits based on a set percentage of annual pay, plus interest. As part of the plan termination process, participants were offered a lump sum distribution, an immediate monthly annuity or a deferred payment, with the annuity and deferred payment options to be administered by a highly rated insurance company that assumes responsibility for the future administration and payment of benefits. The Company also terminated an additional pension plan in Europe, with the plan purchasing nonparticipating group annuity contracts from an insurance company. These transactions were funded with existing plan assets and did not require any cash funding from the Company.

RESTRUCTURING, GOODWILL IMPAIRMENT AND ASSET RELATED CHARGES - NETThe "Restructuring, goodwill impairment and asset related charges - net" line in the consolidated statements of income is used to record charges for restructuring programs, goodwill impairments and other asset related charges.Restructuring Programs2025 Restructuring ProgramOn January 27, 2025, the Dow Inc. Board of Directors ("Board") approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, while reinforcing its long-term competitiveness across the economic cycle. The actions include a workforce reduction of approximately 1,500 roles. As a result of these actions, in the first quarter of 2025, the Company recorded pretax charges of $207 million for severance and related benefits costs. In the fourth quarter of 2025, the Company recorded additional pretax charges of $28 million for severance and related benefits costs. The impact of these charges is included in "Restructuring, goodwill impairment and asset related charges - net" in the consolidated statements of income, related to Corporate. These actions are expected to be substantially complete by the end of 2026.On June 30, 2025, the Board approved restructuring actions to rationalize the Company's global asset footprint, including certain actions identified as part of the Company's previously announced strategic review of its European assets and certain corporate and other assets, and to enhance the Company's competitiveness over the economic cycle. The program includes asset write-down and write-off charges, severance and related benefit costs and other exit and disposal costs. As a result of these actions, in the second quarter of 2025, the Company recorded pretax restructuring charges of $591 million, consisting of severance and related benefit costs of $154 million, asset write-downs and write-offs of $334 million and costs associated with exit and disposal activities of $103 million. In the third quarter of 2025, the Company recorded additional pretax restructuring charges of $23 million, consisting of asset write-downs and write-offs of $8 million and costs associated with exit and disposal activities of $15 million. In the fourth quarter of 2025, the Company recorded additional pretax restructuring charges of $13 million, consisting of asset write-down and write-offs of $7 million and costs associated with exit and disposal activities of $6 million.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPrinciples of Consolidation and Basis of PresentationThe accompanying consolidated financial statements of Dow Inc. and TDCC were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which Dow exercises control and, when applicable, entities for which Dow has a controlling financial interest or is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Investments in nonconsolidated affiliates (20-50 percent owned companies or less than 20 percent owned companies over which significant influence is exercised) are primarily accounted for using the equity method.Dow Inc. owns all of the outstanding common shares of TDCC. As a result of the parent/subsidiary relationship between Dow Inc. and TDCC, and considering that the financial statements and disclosures of each company are substantially similar, the companies are filing a combined report for this Annual Report on Form 10-K. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Transactions between TDCC and Dow Inc. are treated as related party transactions for TDCC. See Note 24 for additional information.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. See Note 25 for additional information.Except as otherwise indicated by the context, the term "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of the Company. Additionally, the term "Diamond Infrastructure Solutions" means Dow InfraCo, LLC, an entity that owns and operates infrastructure assets at certain Dow locations on the U.S. Gulf Coast and became a consolidated variable interest entity on May 1, 2025. See Notes 18 and 23 for additional information about Diamond Infrastructure Solutions.Use of Estimates in Financial Statement PreparationThe preparation of financial statements in accordance with U.S.