DOW INC. (DOW) Business

ITEM 1. BUSINESS

THE COMPANY

Dow Inc. was incorporated on August 30, 2018, under Delaware law, to serve as a holding company for The Dow Chemical Company and its consolidated subsidiaries ("TDCC" and together with Dow Inc., "Dow" or the "Company"). Dow Inc. operates all of its businesses through TDCC, a wholly owned subsidiary, which was incorporated in 1947 under Delaware law and is the successor to a Michigan corporation, of the same name, organized in 1897. The Company's principal executive offices are located at 2211 H.H. Dow Way, Midland, Michigan 48674.

Available Information

The Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available free of charge at www.dow.com/investors, as soon as reasonably practicable after the reports are electronically filed or furnished with the U.S. Securities and Exchange Commission ("SEC"). The SEC maintains a website that contains these reports as well as proxy statements and other information regarding issuers that file electronically. The SEC's website is www.sec.gov. Dow's website and its content are not deemed incorporated by reference into this report.

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.

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. Dow delivered sales of approximately $40 billion in 2025. Learn more about Dow at 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. 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.

PACKAGING & SPECIALTY PLASTICS

The Packaging & Specialty Plastics operating segment consists of two highly integrated global businesses: Hydrocarbons & Energy and Packaging and Specialty Plastics. The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies. These differentiators, plus collaboration at the customer’s design table, enable the segment to deliver more reliable, durable, higher-performing solutions designed for recyclability and enhanced plastics circularity and sustainability. The segment serves customers, brand owners and ultimately consumers in key markets including food and specialty packaging; industrial and consumer packaging; health and hygiene; caps, closures and pipe applications; consumer durables; mobility; and infrastructure.

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The Company’s unique advantages compared with its competitors include extensive low-cost feedstock positions around the world; unparalleled scale, global footprint and market reach; world-class manufacturing sites in every geographic region; deep customer and brand owner understanding; portfolio of higher-value functional polymers, such as polyolefin elastomers, semiconductive and jacketing compound solutions and wire and cable insulation; and market-driven application development and technical support.

The segment remains agile by participating in the entire ethylene-to-polyethylene chain integration, enabling the Company to manage market swings with industry-leading feedstock and derivative flexibility, and therefore optimize returns while reducing long-term earnings volatility. The Company’s unrivaled value chain ownership is further strengthened by its Pack Studio locations in every geographic region, which help customers and brand owners deliver faster and more efficient packaging product commercialization through a global network of laboratories, technical experts and testing equipment.

Hydrocarbons & Energy

Hydrocarbons & Energy is a leading global producer of ethylene, a key chemical building block that the Company consumes primarily within the Packaging & Specialty Plastics segment. Ethylene is transferred to downstream derivative businesses at market-based prices, which are generally equivalent to prevailing market prices for large volume purchases. In addition to ethylene, the business is a leading producer of propylene and aromatics products that are used to manufacture materials consumers use every day. The business also produces and procures the power, steam and feedstocks used by the Company’s manufacturing sites.

Packaging and Specialty Plastics

Packaging and Specialty Plastics serves growing, high-value sectors using world-class technology, broad existing product lines, and a rich product pipeline that creates competitive advantages for the entire packaging value chain. The business is a recognized leader in the production, marketing and innovation of polyethylene. The business is also a leader in other ethylene derivatives, such as polyolefin elastomers, ethylene vinyl acetate and ethylene propylene diene monomer ("EPDM") rubber serving mobility; consumer; wire and cable; and construction end-markets. 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' 2025 net sales, by business and geographic region, are as follows:

* Europe, Middle East, Africa and India ("EMEAI")

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Products

Major applications/market segments and products are listed below by business:

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. (“EQUATE”) - a Kuwait-based company that manufactures ethylene, polyethylene and ethylene glycol, and manufactures and markets monoethylene glycol, diethylene glycol and polyethylene terephthalate resins; owned 42.5 percent by the Company.

•The Kuwait Olefins Company K.S.C.C. (“TKOC”) - a Kuwait-based company that manufactures ethylene and ethylene glycol; owned 42.5 percent by the Company.

•Map Ta Phut Olefins Company Limited (“Map Ta Phut”) - a Thailand-based company that manufactures propylene and ethylene; the Company has an effective ownership of 32.77 percent (of which 20.27 percent is owned directly by the Company and aligned with the Industrial Intermediates & Infrastructure segment and 12.5 percent is owned indirectly through the Company’s equity interest in Siam Polyethylene Company Limited, an entity that is part of The SCGC-Dow Group and aligned with the Packaging & Specialty Plastics segment).

•Sadara Chemical Company ("Sadara") - a Saudi Arabian company that manufactures chlorine, ethylene, propylene and aromatics for internal consumption and manufactures and sells polyethylene, ethylene oxide and propylene oxide derivative products, and isocyanates; owned 35 percent by the Company. The Company continues to be responsible for marketing a significant portion of Sadara’s products through the Company’s established sales channels. In 2021, Dow and the Saudi Arabian Oil Company agreed to a marketing rights transition plan. Execution of the transition plan is ongoing and progressing towards aligning marketing rights and responsibilities to levels more consistent with each partner's equity ownership. This transition will not impact equity earnings, but is expected to reduce the Company's sales of Sadara products over the transition period.

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.

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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. These include:

•Construction of a world-scale polyethylene unit on the U.S. 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 ("CO2e") emissions integrated ethylene and derivatives complex in Alberta, Canada. 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 ambition includes becoming the most sustainable materials science company, with a strategy to advance the well-being of humanity by helping lead the transition to a sustainable planet and society. This includes lowering energy and greenhouse gas ("GHG") emissions and further enabling a shift to a circular economy for plastics by focusing on resource efficiency and integrating recycled content and renewable feedstocks into its production processes. 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. As part of that strategy, Dow completed or progressed the following investments in 2025:

•Dow announced an investment in advanced recycling start-up, Xycle, alongside investors ING, Invest-NL, Polestar Capital and Vopak. The investment will support the construction of Xycle's first commercial-scale advanced recycling plant, located in the Port of Rotterdam, the Netherlands. The facility is expected to be fully operational by the end of 2026. This investment continues Dow's ongoing commitment to transform plastic waste into high-value materials and accelerate a circular economy for plastics by further increasing and diversifying access to circular feedstock.

•Dow, Zermatt and Nature’s Variety launched a new pet food packaging solution that is designed for recyclability and incorporates recycled content from advanced recycling. This innovative product, already on the shelves in Spain, France and Portugal, marks a significant step forward in sustainable packaging for the pet food industry with multiple aspects of circularity in a single item. The new pouch includes 10 percent recycled content and can help comply with the 2030 target required by the packaging and packaging waste regulations for contact-sensitive packaging in Europe.

•Dow announced INNATE™ TF 220 precision packaging resin and advanced collaborations with leading laundry detergent brand Liby to redefine packaging circularity with high-performance biaxially oriented polyethylene films for flexible packaging. In collaboration with Liby, Dow facilitated the integration of 10 percent REVOLOOP™ post-consumer recycled resin into the packaging of its new generation “Floral Era” detergent series, aiming to reduce carbon emissions while preserving pack durability. 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. 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. The project is expected to be funded 50 percent by the U.S. 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. 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

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infrastructure services, off-gas heat, site services and mutual harbor use rights. 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 CO2e emissions by 5 million metric tons by 2030.

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

The Company previously announced a strategic review of select assets in Europe as part of an effort to continue to optimize its global asset footprint. As a result of the strategic review performed in 2025, Dow plans to shut down an ethylene cracker in Böhlen, Germany, by the end of 2027 to optimize its global asset footprint.

Additionally, the Company recognized a $303 million pretax impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America due to challenging economic conditions in the region. The impairment charge included $71 million related to Packaging & Specialty Plastics.

INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE

The Industrial Intermediates & Infrastructure operating segment consists of two customer-centric global businesses - Industrial Solutions and Polyurethanes & Construction Chemicals - that develop important intermediate chemicals that are essential to manufacturing processes, as well as downstream, customized materials and formulations that use advanced development technologies. These businesses primarily produce and market ethylene oxide and propylene oxide derivatives that are aligned to market segments as diverse as appliances; coatings; furniture and bedding; building and construction; mobility; electronics; surfactants for cleaning and sanitization; infrastructure; and oil and gas. The businesses' global scale and reach, world-class technology, research and development capabilities and materials science expertise enable the Company to be a premier solutions provider offering customers value-added sustainable solutions to enhance comfort, energy efficiency, product effectiveness and durability.

Industrial Solutions

Industrial Solutions provides a broad portfolio of solutions that enable and improve the manufacture of consumer and industrial goods and services. The business’ solutions minimize friction and heat in mechanical processes; manage the oil and water interface; deliver ingredients for maximum effectiveness; facilitate dissolvability; enable product identification; decarbonize oil and gas products; reduce energy intensity, water use and increase efficacy in broad washing applications; and provide the foundational building blocks for the development of chemical technologies. 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.

Polyurethanes & Construction Chemicals

Polyurethanes & Construction Chemicals consists of three businesses: Polyurethanes, Chlor-Alkali & Vinyl (“CAV”) and Construction Chemicals. The Polyurethanes business is the world’s largest producer of propylene oxide, propylene glycol and polyether polyols, a leading producer of aromatic isocyanates and fully formulated polyurethane systems for rigid, semi-rigid and flexible foams, as well as a leading producer of coatings, adhesives, sealants, elastomers and composites that serve consumers; industrial; building and construction; and mobility end-markets. 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. The CAV business' assets are predominantly in Western Europe and Latin America and largely produce materials for internal consumption. The Construction Chemicals business provides cellulose ethers, redispersible latex powders, and acrylic emulsions used as key building blocks for differentiated building and construction materials across many market segments and applications ranging from roofing and flooring to gypsum-, cement-, concrete- and dispersion-based building materials. 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.

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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:

Joint Ventures

This segment includes a portion of the Company's share of the results of EQUATE, TKOC, Map Ta Phut and Sadara.

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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. The investments include alkoxylation capacity expansions, and finishing capabilities and efficiency improvements in its polyurethanes systems and other assets around the world.

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. 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. 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.

In 2025, the Company also progressed the following:

•The Industrial Solutions business continued to advance the ramp up of previously completed investments on the U.S. 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 DOWFROSTTM 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. Together with key industry partners and selected customers, Dow has created an innovative industry ecosystem, which pioneers the RENUVATM end-of-life mattress recycling program at an industrial scale, covering everything from collection and dismantling to re-polyol production and mattress manufacturing. Also, as part of its circular strategy, the Polyurethanes & Construction Chemicals business commercializes mass-balanced circular feedstock solutions, SPECFLEXTM 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 DecarbiaTM portfolio of reduced carbon materials, in which the decarbonization potential reaches from 40 percent to 90 percent depending on product grades.

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

The Company previously announced a strategic review of select assets in Europe as part of an effort to continue to optimize its global asset footprint. As a result of the strategic review performed in 2025, Dow plans to shut down certain CAV assets in Schkopau, Germany, by the end of 2027 to optimize its global asset footprint.

Upon completion of the annual goodwill impairment testing in the fourth quarter of 2025, the Company determined the fair value of the Polyurethanes & Construction Chemicals reporting unit was lower than its carrying amount. As a result, the Company recorded a goodwill impairment charge of $690 million. Additionally, the Company recognized a $303 million pretax impairment charge related to assets used for chlor-alkali, propylene oxide and brine production in Latin America due to challenging economic conditions in the region. The impairment charge included $232 million related to Industrial Intermediates & Infrastructure.

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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. These businesses primarily utilize the Company's acrylics-, cellulosics- and silicone-based technology platforms to serve the needs of the architectural and industrial coatings; home and personal care; consumer and electronics; mobility; industrial and chemical processing; and infrastructure (including residential and commercial buildings) end-markets. Both businesses employ materials science capabilities, global reach and unique products and technology combining chemistry platforms to deliver differentiated, market-driven and sustainable innovations to customers.

Coatings & Performance Monomers

Coatings & Performance Monomers consists of two businesses: Coating Materials and Performance Monomers. The Coating Materials business makes critical ingredients and additives that help advance the performance of paints and coatings. The business offers innovative and sustainable products to accelerate paint and coatings performance across diverse market segments, including architectural paints and coatings, as well as industrial coatings applications used in maintenance and protective industries, wood, metal packaging, traffic markings, thermal paper and leather. These products enhance coatings by improving hiding and coverage characteristics, enhancing durability against nature and the elements, lowering or eliminating volatile organic compounds content, reducing maintenance and improving ease of application. The Performance Monomers business manufactures acrylics-based building blocks needed for the production of coatings, textiles, adhesives and home and personal care products.

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. 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.

Details on Performance Materials & Coatings' 2025 net sales, by business and geographic region, are as follows:

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Products

Major applications/market segments and products are listed below by business:

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. Investments in innovation for growth are focused on addressing market needs such as thermal management in high-performance computing and artificial intelligence applications, industrial power systems and electric vehicle electronics; silicone and hybrid chemistry materials to replace fluorinated materials; high-performance materials for building and infrastructure end-markets; and innovative ingredients imparting improved haptics and performance for personal care formulations.

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. 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. 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. Debottlenecking investments allow the Company to fully leverage its global footprint and world-scale facilities to increase supply chain flexibility.

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By leveraging global scale and a broad innovation portfolio, the Company is well-positioned to deliver differentiated solutions and sustainable materials in key end-markets, including infrastructure, electronics, industrial, mobility, and home and personal care.

The Company aligns the timing of spending on the segment's current and future investments to its cash flows and strategic priorities.

Other Developments

Aligned to Dow’s previously announced strategic review of select assets in Europe, Consumer Solutions will shut down its basics siloxanes operations in Barry, United Kingdom, by mid-year 2026. The shutdown will right-size regional capacity, reduce merchant sales exposure, and remove higher cost, energy intensive portions of Dow's portfolio in the region. This will also improve the Company’s ability to supply profitable derivative demand and optimize margins.

CORPORATE

Corporate includes certain enterprise and governance activities (including insurance operations, environmental operations, etc.); non-business aligned joint ventures; non-business aligned litigation expenses; and discontinued or non-aligned businesses.

RAW MATERIALS

The Company operates in an integrated manufacturing environment. Basic raw materials are processed through many stages to produce a number of products that are sold as finished goods at various points in those processes. Hydrocarbon-based raw materials are the major raw material streams that feed the production of the Company's finished goods. The Company purchases hydrocarbon-based raw materials including ethane, propane, butane, naphtha and condensate as feedstocks. These raw materials are used in the production of both saleable products and energy. The Company also purchases and sells certain monomers, primarily ethylene and propylene, to balance internal production and internal consumption. The Company purchases natural gas, primarily to generate electricity, and purchases electric power to supplement internal generation. 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. Given recent advancements in shale gas, shale oil and conventional drilling techniques, the Company expects these raw materials to be in abundant supply. The Company's suppliers of these raw materials include regional, international and national oil and gas companies.

The Company purchases raw materials on both short- and long-term contracts. The Company had adequate supplies of raw materials in 2025 and expects to continue to have adequate supplies of raw materials in 2026.

INDUSTRY SEGMENTS AND GEOGRAPHIC REGION RESULTS

See Note 25 to the Consolidated Financial Statements for information regarding Dow's chief operating decision maker, net sales, significant segment expenses, Operating EBIT and total assets by segment, as well as net sales and long-lived assets by geographic region.

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 2025, no significant portion of the Company's sales was dependent upon a single customer.

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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. At December 31, 2025, the Company owned approximately 3,900 active U.S. patents and 25,800 active foreign patents as follows:

The Company’s primary purpose in obtaining patents is to protect the results of its research for use in operations and licensing. 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. Although the Company considers that its patents, licenses and trademarks in the aggregate constitute a valuable asset, it does not regard its business as being materially dependent on any single or group of related patents, licenses or trademarks.

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:

1.The Company's effective ownership of Map Ta Phut is 32.77 percent, of which the Company directly owns 20.27 percent and indirectly owns 12.50 percent through its equity interest in Siam Polyethylene Company Limited.

2.The Company is responsible for marketing a significant portion of Sadara products outside of the Middle East zone through the Company's established sales channels. Under this arrangement, the Company purchases and sells Sadara products for a marketing fee. In 2021, Dow and the Saudi Arabian Oil Company agreed to a marketing rights transition plan. Execution of the transition plan is ongoing and progressing towards aligning marketing rights and responsibilities to levels more consistent with each partner's equity ownership.

See Note 11 to the Consolidated Financial Statements for additional information regarding nonconsolidated affiliates.

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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.

The following four areas are critical for Dow to consistently deliver responsible, best-in-class performance and value growth:

Protecting the Climate

Climate change is a critical challenge to the world and Dow’s business. Dow embraces its responsibility to help reduce global GHG emissions and the impacts of climate change on natural ecosystems. Dow takes a holistic approach to climate protection, considering air, water and land and includes efforts to both mitigate and adapt to climate change.

For decades, Dow has been reducing GHG emissions in its operations. Dow's detailed investment plan and roadmap outlines a clear decarbonization “Path2Zero” while driving value growth. Dow has been a leader in water stewardship for more than 30 years and is now focused on water resilience in the watersheds on which its top sites rely. Dow pioneered the methodology to value nature in business decisions over the last 10 years, and the next chapter in its biodiversity and nature strategy is to partner with leading organizations like Ducks Unlimited to conserve 50,000 acres of habitat by 2050.

Advancing a Circular Economy and Safer Materials

Transitioning to a circular economy is vital to a sustainable future and materials science plays a critical role. Dow is helping advance a circular economy by transforming the way materials are made, used and reused. As Dow develops technologies, it considers the total life cycle of a product, including factors such as demand on natural resources, GHG emissions, performance, longevity and end-of-life options. Dow strives to extend the purposeful life of materials, retaining their value for as long as possible.

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.

Cultivating a Thriving Team and Community

The safety of Dow's workforce and their communities has always been, and continues to be, the Company's top priority. Dow strives for every member of its team to return home safely each day. Furthermore, Dow understands that having people who are healthy and feel psychologically and physically safe at work helps enable the Company to be a reliable, productive company that can meet its customers’ needs.

Dow is committed to fostering a culture where people can grow and thrive in a rapidly changing world. Inclusion is core to Dow's ambition and fully aligned with its business strategy. It enables Dow to create more innovative solutions, build a more resilient workforce and supply chain, and deliver long-term value for its shareholders.

As a global leader in materials science, Dow recognizes its responsibility to the communities where it does business, and Dow continues to drive a culture that fosters caring about its people, its communities and its environment. 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. Guided by the passion of its people, powerful partnerships and a commitment to making an impact, Dow focuses on creating positive and enduring change in its communities.

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. 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. By focusing on these areas, Dow aims to enhance transparency, foster a culture of integrity and align with shareholder interests.

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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 CO2e 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. 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.

The Company's progress in achieving these targets is reviewed regularly by management and with the Environment, Health, Safety & Technology ("EHS&T") Committee of the Board.

Additional discussion of matters pertaining to sustainability, including the Company's actions related to sustainability, is included in Part I, Item 1A. Risk Factors; Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; and Notes 1, 4 and 15 to the Consolidated Financial Statements. In addition, detailed information on the Company's performance regarding sustainability matters and goals, including the Company's annual INtersections Report, is accessible through Dow's Investors webpage at www.dow.com/investors. Dow's website and its content are not deemed incorporated by reference into this report.

HUMAN CAPITAL

Dow’s ambition – to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world – starts with people. Dow employees create innovative and sustainable materials science solutions to advance the world. Every answer starts with asking the right questions, which is why the diverse, dedicated Dow team collaborates with customers and other stakeholders to find solutions to the world's toughest challenges. 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.

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.

Safety, Employee Health and Well-Being

A commitment to safety and employee health is ingrained in Dow’s culture and central to how the Dow team works. Dow uses a comprehensive, integrated operating discipline management system that includes policies, requirements, best practices and procedures associated with health and safety. 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. This measure, along with a consistent set of globally applied, as well as locally defined, leading indicators of safety performance, are cornerstones of Dow's worker protection program. The Company maintains a robust, globally tracked near-miss program for situations that did not result in an injury, but could have been high consequence had circumstances been slightly different. 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.

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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. In addition to access for occupational health needs, the Company also has a comprehensive well-being strategy, which is framed across four dimensions – physical, mental, community and financial well-being – for an approach that is holistic, global, employee centered and outcome-driven. Key ambitions across the four dimensions focus on elements such as workplace stress, psychological safety, resiliency, workload, healthy eating and activities, and social community and inclusion opportunities.

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. 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. In 2025, Dow earned significant recognition from Great Place to Work®, including:

•World's Best Workplaces™ for the third consecutive year

•100 Best Companies to Work For® for the sixth consecutive year

•Ranked #1 on the Best Workplaces in Manufacturing & Production™ for the second consecutive year, Dow's fifth consecutive year on the list

These are significant accomplishments that represent several of the many awards the Company received related to its efforts to create a positive workplace culture.

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. 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.

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. 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.

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 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. 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. 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.

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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. 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. 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'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.

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. The feedback received through this annual survey, along with occasional checkpoint surveys, is used to drive actions to improve the overall Dow experience for employees across the Company.

At December 31, 2025, the Company permanently employed approximately 34,600 people on a full-time basis.

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

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OTHER ACTIVITIES

The Company engages in property and casualty insurance and reinsurance primarily through its Liana Limited subsidiaries.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information related to the Company's executive officers as of February 3, 2026:

1.Europe, Middle East, Africa and India.