DOW 10-K & 10-Q changes, risk factors and insider trading

The commitments reflect the Company's current plans and targets and are not guarantees that it will be able to achieve them. The execution and achievement of the Company's commitments within projected cost estimates and expected timeframes, including the success of the Company's integrated ethylene cracker and derivatives facility in Alberta, Canada, are subject to risks and uncertainties which include, but are not limited to: advancement, availability, development and affordability of technology necessary to achieve these commitments; unforeseen design, operational and technological difficulties; availability and cost of necessary materials and components; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; changes in public sentiment and political leadership, including government incentives and tax credits to promote emission reductions; and the Company’s ability to comply with changing regulations, taxes, mandates or requirements related to greenhouse gas emissions or other climate-related matters, including prescriptive reporting of climate-related matters.matters; and the Company's ability to adequately fund capital expenditures necessary to complete its planned projects. In addition, standards for tracking and reporting on sustainability matters have not been harmonized, continue to evolve and may change over time, which could result in significant revisions to the Company's performance metrics, commitments or reported progress in achieving such commitments. Given the focus on sustainable investing, ifIf the Company fails to meet its climate change commitments within the committed timeframe, coupled with its significant investments to meet those commitments, and adopt policies and practices to enhance sustainability, the Company’s reputation and its customer and other stakeholder relationships could be negatively impacted, reducing demand for the Company's products, and it may be more difficult for the Company to compete effectively or gain access to financing on acceptable terms when needed, which could negatively impact the Company’s financial condition, results of operations and cash flows.

Financial Commitments and Credit Markets: Market conditionsconditions, availability of credit and changes in the Company's credit ratings could reduce the Company's flexibility to respond to changing economic and business conditions or fund capital needs.needs and could increase borrowing costs.

The Company sells its broad range of products and services in a competitive, global environment, and competes worldwide for sales on the basis of product quality, price, technology and customer service. Increased levels of competition could result in lower prices or lower sales volume, which could have a negative impact on the Company’s results of operations. Sales of the Company's products are also subject to extensive federal, state, local and foreign laws and regulations; trade agreements; import and export controls; taxes; and duties and tariffs. The imposition of additional regulations, controls, taxes andtaxes, duties and tariffs or changes to bilateral and regional trade agreements could also result in lower sales volume, which could negatively impact the Company’s results of operations.

Economic conditions around the world, and in certain industries and geographic regions in which the Company does business, also impact sales price and volume and affect the efficacy of the Company's supply chain. For example, long-term market uncertainty anduncertainty, an economic downturn driven by trade policies and inflationary pressures, and higher input costs and margin compression have reduced demand for the Company's products, resulting in decreased sales volumeprice inand recent years which has yet to fully recover.volume. Adverse economic conditions have also caused supply chain constraints. These factors have had and are continuing to have a negative impact on the Company's results of operations. Additionally, political conditions or tensions; war, invasion or conflict, including the ongoing conflicts in the Middle East and between Russia and Ukraine with the related sanctions and export restrictions; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company operates or sells its products could alsofurther reduce demand for the Company's products and result in decreased sales price and volume or supply chain disruptions, which could have a negative impact on the Company’s results of operations.

InThe Russia-Ukraine conflict has been ongoing for more than three years since Russia's February 2022,2022 Russiainvasion invadedof UkraineUkraine, resultingand inalthough there have been recent efforts to seek a resolution, it remains unclear if these will be successful. In light of sanctions imposed by the United States, Canada, the European Union and other countries imposingas economica sanctionsresult onof Russia.this conflict, Dow suspendedceased purchasesin-bound ofinvestment feedstocksto Russia and energymaintains fromreasonable, Russia.risk-based Investmentsmeasures into and flow of Dow's materialsship into Russia haveonly beenlimited stopped.goods that comply with applicable legal restrictions. These actions have not had and are not expected to have a material impact on the Company's financial condition or results of operations. However,The situation remains fluid and the fluidity and continuation of theongoing conflict may result in additional economic sanctions andor other impactsmeasures, which could have a negative impact on the Company’s financial condition, results of operations and cash flows. These impacts could include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy, most notably in Europe; and heightened cybersecurity threats. Further, the intensity and duration of the conflictconflicts in the Middle East and potential expansion of the hostilities in the region are difficult to predict and could disrupt the Company's supply chain operations, which could have a negative impact on the Company's results of operations.

The Company's business operations are subject to the cyclical nature of the supply-demand balance in the chemical industry. The balance of supply relative to demand within the industry mayhas been and continues to be significantly impacted by the addition of new capacity, especially for basic commodities where capacity is generally added in large increments as world-scale facilities are built. This mayhas resultresulted in excess capacity which canhas disrupted and continues to disrupt regional industry supply and demand balances, particularly in Europe, the Middle East, Africa and India ("EMEAI") and Asia Pacific, resulting in downward pressure on prices and decreased operating rates, which couldhas negativelyhad and continues to have a negative impact on the Company’s results of operations.

Dow is one of the world’s largest plastics producers and sells plastic products that continue to enable increasing quality and standards of living and offer significant greenhouse gas reductions compared with alternative solutions. In order to both maintain the benefits of plastics, meet growing demand for circular and renewable plastics and advance efforts to end plastic pollution in the environment, the Company is partnering with other organizations to bring the waste back into the circular economy. The Company's Transformcircularity thetargets Waste target (announced in October 2022) aimsaim to transform plastic waste and other forms of waste to commercialize 3 million metric tons of circular and renewable solutions by 2030. Further, the Company has committed to reducing its net annual greenhouse gas emissions and intends to be carbon neutral by 2050 (Scope 1+2+3, as defined by the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, plus product benefits).

The Company relies on various information systems, including information systems operated by third-parties and which may also include embedded artificial intelligence ("AI"), to support safe, efficient and reliable business and operating processes and activities and to safeguard its proprietary information assets, including trade secrets, know-how and other sensitive, business critical information. These systems are critical to the Company's process to accurately report financial results for management and external reporting purposes and to ensure compliance with financial reporting, legal and tax requirements in the United States and around the world. These systems may also be used to collect and process sensitive customer and personal employee data the Company may be legally required to protect.store, process and protect in accordance with complex country- and territory-specific laws that continue to evolve, violations of which could result in significant criminal or civil sanctions, investigations, or enforcement actions.

Increased global cybersecurity vulnerabilities, threats and targeted cyberattacks, which are becoming more sophisticated as attackers increase their utilization of developing techniques and tools, including AI, continue to pose risks to the Company’s products, systems and networks, and the confidentiality, availability and integrity of the Company’s data.data, and may surpass the Company's current safeguards. These vulnerabilities also expose the Company’s customers, suppliers and third-party service providers to loss. In addition, the Company is exposed to similar risks resulting from cyberattacks that are experienced by its suppliers and other vendors. As a result, cyberattacks, internal and external security breaches, and attacks and security breaches of third-party systems could disrupt the Company's operations, compromise Dow’s proprietary and confidential, business critical information, jeopardize the Company's ability to safeguard and maintain accurate data, including personal data, and harm the Company's reputation which could result in litigation, enforcement actions, including fines, penalties and disruption of the Company's right to operate in certain jurisdictions, and significant remediation costs. Additionally, the Company’s use of AI software may create additional risks related to the unintentional disclosure of proprietary, confidential, personal or otherwise sensitive information.

While the Company has been the target of cyberattacks, including phishing, social engineering, industrial espionage and other malicious attacks, and has determined that certain of these attacks have resulted in and could continue to result in unauthorized third parties gaining access to the Company's information systems and certain confidential business information, the Company has a comprehensive cybersecurity program that is continuously reviewed, maintained and upgraded,upgraded and, to date, these attacks have not materially impacted the Company. However, cyberattacks by nation-state organizations, crime organizations and other hackers havecontinue becometo occur and are increasingly sophisticated, and it is possible for suchthese attacks tomay occur and remain undetected for an extended period of time. SuchThese attacks could have a material negative impact on the Company’s business strategy, results of operations, financial position and reputation. More information on the Company’s processes for assessing, identifying and managing material risks from cybersecurity threats, including management’s role and the Board's oversight of such processes, can be found in Item 1C. Cybersecurity.

At least annually, the Company assesses goodwill for impairment. If testing indicates that goodwill is impaired, the carrying value is written down based on fair value with a charge against earnings. Where the Company utilizes a discounted cash flow methodology in determining fair value, continued weak demand for a specific product line or business could result in an impairment. Accordingly, any determination requiring the write-off of a significant portion of goodwill could negatively impact the Company's results of operations. See Note 12 to the Consolidated Financial Statements for additional information regarding the Company's goodwill impairment testing.testing and goodwill impairments, including goodwill impairments recognized during the fourth quarter of 2025.

As a diversified chemical manufacturing company, the Company's operations at each site, including maintenance of its facilities,facilities; the transportation of supplies and products,products; cyberattacks,cyberattacks; the Company's limitedexpanding utilization of AI in Company operations, including but not limited to its operations,manufacturing process controls, supply chain optimization, and human resources analysis, and by its suppliers and customers, and the complex and evolving regulatory environment surrounding AI; and pandemics and other public health-related events or severe weather conditions and other natural phenomena (such as freezing, drought, hurricanes, earthquakes, tsunamis, floods, etc.) could result in an unplanned or unintended event that could be significant in scale and could negatively impact operations, neighbors or the public at large, which could have a negative impact on the Company's results of operations.

Raw Materials and Energy: Availability of purchased feedstock and energy, and the volatility of these costs, impact Dow’s operating costs and add variability to earnings.

While the Company expects abundant and cost-advantaged supplies of natural gas liquids ("NGLs") in the United States to persist for the foreseeable future, if NGLs become significantly less advantaged than crude oil-based feedstocks, it could have a negative impact on the Company’s results of operations and future investments. Also, if the Company’s key suppliers of feedstock and energyenergy, which may include limited or single source suppliers, are unable to provide the raw materials or energy required for production, it could have a negative impact on the Company’s results of operations.

A public health crisis, including a pandemic similar in nature to coronavirus disease 2019,COVID-19, could impact all geographic regions where Dow products are produced and sold. The global, regional and local spread of a public health crisis could result in, and in the past has resulted in, significant global mitigation measures, including government-directed quarantines, social distancing and shelter-in-place mandates, travel restrictions and/or bans, mask and vaccination mandates, restrictions on large gatherings and restricted access to certain corporate facilities and manufacturing sites. Business disruptions and market volatility resulting from a public health crisis could have a substantial negative impact on the Company’s results of operations, financial condition and cash flows. The adverse impact of a pandemic could include, and in the past has included, without limitation, fluctuations in the Company’s stock price due to market volatility; a decrease in demand for certain Company products; price declines; reduced profitability; supply chain disruptions impeding the Company’s ability to ship and/or receive product; temporary idling or permanent closure of select manufacturing facilities and/or manufacturing assets; asset impairment charges; interruptions or limitations to manufacturing operations imposed by local, state or federal governments; reduced market liquidity and increased borrowing costs; workforce absenteeism and distraction; labor shortages; customer credit concerns; increased cybersecurity risk and data accessibility disruptions due to remote working arrangements; workforce reductions and fluctuations in foreign currency markets. Additional risks may include, but are not limited to: shortages of key raw materials; potential impairment in the carrying value of goodwill; additional asset impairment charges; increased obligations related to the Company’s pension and other postretirement benefit plans; and tax valuation allowance; and may also have the effect of heightening many of the other risks described in this "Risk Factors" section.

STATEMENT ON MACROECONOMIC CONDITIONS AND CURRENCY EXCHANGE RATES

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, focusedcustomer-focused innovation,innovation and leading business positions andenable commitment to sustainability enables the Companyit to achieve profitable growth and help deliver a sustainable future. Dow operates manufacturing sites in 3029 countries and employs approximately 36,00034,600 people.

The Company reported net sales of $40 billion in 2024 of $43 billion,2025, down 47 percent from $45$43 billion in 2023,2024, with decreases across all operating segments and geographic regions, and driven by a decrease in local price of 47 percent. Net sales decreased in Packaging & Specialty Plastics (down 68 percent) and, Industrial Intermediates & Infrastructure (down 56 percent), partially offset by an increase inand Performance Materials & Coatings (updown 15 percent).

RestructuringRestructuring, goodwill impairment and asset related charges - net were $1,856 million in 2025 compared with $103 million in 20242024. comparedThe withrestructuring $528charges millionrecognized in 2023,2025 primarilywere reflectingrelated restructuringto actions approved by the Board in January 2023.and TheJune restructuring2025 charges recognized in 2024and consisted of severance and related benefit costs of $41$389 million, asset write-downs and write-offs of $16$349 million and costs associated with exit and disposal activities of $9$124 million. In addition, theThe Company recognizedalso pretaxreported an impairment chargescharge of $37$690 million related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit, a pretax impairment charge of $303 million related to the assets includedused for chlor-alkali, propylene oxide and brine production in theLatin divestitureAmerica, and $1 million of asset related charges associated with the Company's flexible2023 packagingRestructuring laminatingProgram adhesivesin business.2025.

Equity in losses of nonconsolidated affiliates was $6$240 million in 2024,2025, compared with losses of $119$6 million in 2023,2024, primarily driven by improvedcontinued equity earnings at the Kuwait joint ventures driven from higher prices and volumes, improved results at the Sadara joint venture, partially offset by continuedintegrated margin compression at the ThaiCompany'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, compared with expense of $280 million and $327 million, respectively, in 2023.2024. Sundry income (expense) - net increaseddecreased primarily due to lower foreign currency exchange losses and the absence of a one-time non-cash settlement chargecharges related to the Company's pension de-riskingderisking activities and lower non-operating pension and postretirement benefit plan credits, partially offset by gains on the divestiture of the Company's ownership in 2023.its DowAksa Advanced Composites Holdings BV joint venture ("DowAksa") and the sale of its soil fumigation product line.

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, compared with $589 million and $556 million, respectively, in 2023.2024. Earnings (loss) per share for Dow Inc. was a loss of $3.70 per share in 2025, compared with earnings of $1.57 per share in 2024, compared with $0.82 per share in 2023.2024.

In 2024,2025, Dow Inc. declared and paid dividends to common stockholders of $2.80$1,490 per share ($1,966 million).million.

Since December 31, 2025, there have been no material changes to the Company's Risk Factors, except as noted belowbelow, which was updated in the first and second quarters of 2026:

During 2025, the United States changed its long-standing trade policies and announced significant new tariffs, with certain exceptions, on virtually all imported goods. These actions triggered the negotiation of new trade agreements with certain U.S. trading partners, resulting in the reduction of certain of the newly imposed tariffs. Several U.S. trading partners also imposed retaliatory tariffs on U.S. imports. While certain U.S. tariffs were struck down by the U.S. Supreme Court in February 2026, the United States subsequently announced additional new tariffs on virtually all nonexempt imports, and thecurrent U.S. tariff raterates remainsremain atsubstantially itsabove highestpre-2025 level in over 80 years.levels. Shifts in tariffs, trade agreements, import/export restrictions, trade sanctions, sector specific trade barriers, and other governmental trade actions, whether enacted by the United States or other countries, especially those instituted in the Company's significant markets or markets where its significant customers or suppliers are located, and the associated uncertainty of long-term trade policies, could impact the Company's sales volume, sales price, and production and other costs. Changes in trade policies may also cause disruptions to material sourcing and availability, global supply chains and logistics and access to end markets. Additionally, changes in U.S. trade policy and associated responses from trading partners may create shifts in global market dynamics, disrupt the long-term planning process for governments and private enterprises and result in continued global financial market volatility. The impact of these changes in trade policies and the resulting trade and market uncertainty could have a negative impact on the Company’s results of operations. Tariffs and trade policies are expected to continue to evolve, and the United States, other countries and international trade bodies may institute new tariffs or more restrictive trade policies or remedies and, as a result, the Company may face additional uncertainties and adverse impacts on its business, financial condition and results of operations.

Economic conditions around the world, and in certain industries and geographic regions in which the Company does business, also impact sales price and volume and the efficacy of the Company's supply chain. For example, long-term market uncertainty, economic impacts driven by trade policies and inflationary pressures, and higher relative input costs have reduced demand for the Company's products.products in recent years. Adverse economic conditions have also caused supply chain constraints. These factors have had and are continuing to have a negative impact on the Company's results of operations. Additionally, politicalPolitical conditions or tensions; war, invasion or conflict, including new and ongoing conflicts in the Middle East, such as the recent conflict between the United States, Israel and Iran, which began in February 2026 and has resulted in volatility and disruption of the global energy market, and the ongoing conflict between Russia and Ukraine; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company operates or sells its products, have created and could continue to create volatility in global demand for the Company's products, and have disrupted and could continue to disrupt the supply chains, assets or operations of the Company and/or its joint ventures.

The following is a summary of the results for the three months ended MarchJune 31,30, 2026:

•The Company reported net sales in the firstsecond quarter of 2026 of $9.8$12.1 billion, downup 620 percent from $10.4$10.1 billion in the firstsecond quarter of 2025; Packaging & Specialty Plastics (downup 727 percent), Industrial Intermediates & Infrastructure (downup 814 percent) and flat in Performance Materials & Coatings.Coatings (up 11 percent). Net sales decreasedincreased in all geographic regions; Latin America (up 41 percent), the U.S. & Canada (down 10 percent), Asia Pacific (down 6 percent) and EMEAI (downboth 3up 20 percent), and wasAsia flatPacific in(up Latin5 America.percent).

•Local price decreasedincreased 720 percent compared with the firstsecond quarter of 2025 and was downup in all operating segments; Packaging & Specialty Plastics (downup 930 percent), Industrial Intermediates & Infrastructure (downup 815 percent) and Performance Materials & Coatings (downup 4 percent). Local price was downup in all geographic regions; EMEAI and Latin America (bothup down 932 percent), Asia PacificEMEAI (downup 821 percent) and, the U.S. & Canada (downup 617 percent) and Asia Pacific (up 14 percent).

•Currency had a favorable impact of 31 percent on net sales compared with the firstsecond quarter of 2025, driven by EMEAI (up 8 percent) and Asia Pacific (up 23 percent).

•Restructuring and asset related charges - net was $27$503 million in the firstsecond quarter of 2026, compared with $208$591 million in the firstsecond quarter of 2025. The firstsecond quarter of 2026 included pretax charges related to severance and related benefit costs associated with Transform to OutperformOutperform, as well as exit and thedisposal first quarter of 2025 included primarily severancecosts and relatedasset benefitswrite-downs costsand 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 $303earnings of $36 million in the firstsecond quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $20$30 million in the firstsecond quarter of 2025. The firstincrease quarterin ofequity 2026earnings included losses of $292 millionwas primarily relateddriven to an adjustment toby the Company's liability associated with its guaranteesuspension of Sadara's project financing debt and was related to Packaging & Specialty Plastics ($81 million) and Industrial Intermediates & Infrastructure ($211 million). Additionally, the Company suspended recognition of its share of equity losses from the Sadara joint venture in the first quarter of 2026.

•Net income attributable to noncontrolling interests was $88$81 million in the firstsecond quarter of 2026, compared with $17$34 million in the firstsecond 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 $533income of $721 million and $531$715 millionmillion, respectively, in the firstsecond quarter of 2026, compared with $307a loss of $835 million and $305$816 million, respectively, in the firstsecond quarter of 2025. LossEarnings (loss) per share for Dow Inc. was $0.74earnings of $0.99 per share in the firstsecond quarter of 2026, compared with $0.44a loss of $1.18 per share in the firstsecond quarter of 2025.

•Cash provided by operating activities - continuing operations was $1,124$1,324 million in the firstsecond quarter of 2026, up $1,020$1,794 million compared with the firstsecond quarter of 2025. The increase reflectsis aprimarily cashdriven paymentby improved earnings in the second quarter of approximately $1.0 billion (net of Canadian tax withholding) received by the Company on March 2, 2026, as part of a 2025 damages judgment and associated fees related to the ethylene asset matter with Nova Chemicals Corporation ("Nova").2026.

•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 will succeedsucceeded Jim Fitterling, who will transitiontransitioned from Chief Executive Officer to Executive ChairChair, effective July 1, 2026. The Board also appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026.

Net sales in the firstsecond quarter of 2026 were $9.8$12.1 billion, downup 620 percent from $10.4$10.1 billion in the firstsecond quarter of 2025, with local price downup 720 percent, volume down 2 percent, and a favorable currency impact of 31 percent, and volume down 1 percent. Net sales decreasedincreased in all operating segments except Performance Materials & Coatings and all geographic regions except Latin America.regions. Local price decreasedincreased in all geographic regions and all operating segments, with Packaging & Specialty Plastics downup 930 percent, Industrial Intermediates & Infrastructure downup 815 percent, and Performance Materials & Coatings downup 4 percent. Volume decreased 21 percent, driven by U.S.Asia & CanadaPacific (down 49 percent) and EMEAI (down 24 percent), partially offset by increases in Latin America (up 9 percent) and U.S. & Canada (up 3 percent). Volume decreased in Packaging & Specialty Plastics (down 14 percent) and Industrial Intermediates & Infrastructure (down 42 percent) and increased in Performance Materials & Coatings (up 26 percent). Currency favorably impacted net sales by 31 percent, driven by EMEAI (up 8 percent) and Asia Pacific (up 23 percent). Excluding the Hydrocarbons & Energy business, net sales decreasedincreased 419 percent.

Research and development ("R&D") expenses totaled $181$207 million in the firstsecond quarter of 2026, compared with $200$188 million in the firstsecond quarter of 2025. R&D expenses decreasedincreased in the firstsecond quarter of 2026 primarily due to higher performance-based compensation costs which more than offset the impact of the Company’s cost reduction initiatives. R&D expenses for the first six months of 2026 and 2025 were $388 million as higher performance-based compensation costs were offset by the Company's cost reduction initiatives.

Selling, general and administrative ("SG&A") expenses totaled $417$535 million in the firstsecond quarter of 2026, compared with $366$347 million in the firstsecond quarter of 2025. SG&A expenses increased in the firstsecond quarter of 2026 primarily due to costs to achieve Transform to Outperform,Outperform and higher performance-based compensation costs which more than offset the Company's cost reduction initiatives. For the first six months of 2026, SG&A expenses were $952 million, compared with $713 million in the first six months of 2025. SG&A expenses for the first six months of 2026 increased primarily due to costs to achieve Transform to Outperform and higher performance-based compensation costs, partially offset by the impact of the Company’sCompany's cost reduction initiatives.

Amortization of intangibles was $46$40 million in the firstsecond quarter of 2026 compared with $76$63 million in the second quarter of 2025. In the first six months of 2026, amortization of intangibles was $86 million, compared with $139 million in the first quartersix months of 2025. Amortization of intangibles decreased primarily due to certain intangible assets becoming fully amortized in 2025.

On January 26, 2026, the Dow Inc. Board of Directors ("Board") approved Transform to Outperform, a comprehensive set of actions designed to improve near-term Operating EBITDA by simplifying the Company's operating model, reducing its cost structure and delivering faster growth. As a result of these actions, in the first quarter of 2026, the Company recorded pretax charges of $27 million for severance and related benefit costs, related to Corporate. In the second quarter of 2026, the Company recorded pretax charges of $445 million for severance and related benefit costs, related to Corporate. See Note 4 to the Consolidated Financial Statements for additional information.

On January 27, 2025, the Board approved targeted actions to further achieve the Company's cost reduction initiatives in response to ongoing macroeconomic uncertainty, while reinforcing its long-term competitiveness across the economic cycle. 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, related to Corporate. See Note 4 to the Consolidated Financial Statements for additional information.

Equity in Earnings (Losses) of Nonconsolidated Affiliates

The Company's share of equity in lossesearnings of nonconsolidated affiliates was $303$36 million in the firstsecond quarter of 2026, compared with equity in losses of nonconsolidated affiliates of $20$30 million in the second quarter of 2025, driven by the Company's suspension of the recognition of its share of equity losses from the Sadara joint venture in 2026. The Company's share of equity in losses of nonconsolidated affiliates was $267 million for the first quartersix months of 2026, compared with equity in losses of nonconsolidated affiliates of $50 million for the first six months of 2025. The increase was primarily related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt and was related to Packaging & Specialty Plastics ($81 million) and Industrial Intermediates & Infrastructure ($211 million),. andThis was partially offset by the Company'sCompany suspension ofsuspending recognition of its share of equity losses from Sadara in the first quarter of 2026. Cash dividends from nonconsolidated affiliates were $199$276 million for the first threesix months of 2026, compared with $113$170 million for the first threesix months of 2025. See Notes 9 and 1112 for additional information.

Sundry income (expense) - net for the three months ended MarchJune 31,30, 2026 was income of $121$125 million,million and $118 million for Dow Inc. and TDCC, respectively, compared with income of $13$147 million and $163 million, respectively, for the three months ended MarchJune 31,30, 2025. The increasesecond inquarter sundryof income2026 isincluded primarilygains dueon tothe sales of other assets and investments, foreign currency exchange gains, a gain associated with the Nova ethylene asset matter, and the absence of a loss on early extinguishment of debt that occurred in the first quarter of 2025, partially offset by lower non-operating pension and postretirement benefit plan credits. The second quarter of 2025 included a gain from the divestiture of the Company's soil fumigation product line, non-operating pension and postretirement benefit plan credits, and foreign currency exchange gains. See Notes 5, 115 and 1516 to the Consolidated Financial Statements for additional information.

Interest expense and amortization of debt discount was $219$210 million in the firstsecond quarter of 2026, compared with $216$209 million in the second quarter of 2025. Interest expense and amortization of debt discount was $429 million in the first quartersix months of 2026, compared with $425 million in the first six months of 2025. See Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.

Provision (Credit) for Income Taxes

The Company's effective tax rate fluctuates based on, among other factors, where income is earned, the level of income relative to tax attributes and the level of equity earnings, since most earnings from the Company's equity method investments are taxed at the joint venture level. In the firstsecond quarter of 2026, the Company reported a provision for income taxes of $55$69 million, resulting in an effective tax rate of 7.9 percent. In the second quarter of 2025, the Company reported a provision for income taxes of $142 million, resulting in a negative effective tax rate of 14.121.5 percent. InFor the first quartersix months of 2025,2026, the Company reported a creditprovision for income taxes of $84$124 million, resulting in an effective tax rate of 22.525.8 percent. For the first six months of 2025, the Company reported a provision for income taxes of $58 million, resulting in a negative effective tax rate of 5.6 percent. The reported provision (credit) for income taxes and effective tax rates for TDCC are substantially similar.

Net income attributable to noncontrolling interests was $88$81 million in the firstsecond quarter of 2026, compared with $17$34 million in the second quarter of 2025. Net income attributable to noncontrolling interests was $169 million in the first quartersix months of 2026, compared with $51 million for the first six months of 2025. The increase in net income attributable to noncontrolling interests reflects the ownership interest in Diamond Infrastructure Solutions held by InfraPark.InfraPark, InfraParkwhich 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. See Notes 1415 and 1920 to the Consolidated Financial Statements for additional information.

Net Income (Loss) Available for Common Stockholder(s)

Net income (loss) available for Dow Inc. common stockholders was $533income of $721 million, or $0.74$0.99 per share, in the second quarter of 2026, compared with a loss of $835 million, or $1.18 per share, in the second quarter of 2025. Net income (loss) available for Dow Inc. common stockholders was income of $188 million, or $0.25 per share, in the first quartersix months of 2026, compared with $307a loss of $1,142 million, or $0.44$1.62 per share, in the first quartersix months of 2025. See Note 7 to the Consolidated Financial Statements for details on Dow Inc.'s earnings per share calculations.

Net income (loss) available for the TDCC common stockholder was $531income of $715 million in the firstsecond quarter of 2026, compared with $305a loss of $816 million in the second quarter of 2025. Net income (loss) available for the TDCC common stockholder was income of $184 million in the first quartersix months of 2026, compared with a loss of $1,121 million in the first six months of 2025. TDCC's common shares are owned solely by Dow Inc.

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,counsel, and senior vice president of corporate development, together the "executive committee" and chief operating decision maker ("CODM"), assesses performance and allocates resources.resources for the three operating segments. 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., "LossIncome (loss) 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. See Note 2021 to the Consolidated Financial Statements for reconciliations of these measures.

1.The threesix months ended MarchJune 31,30, 2026 includes a significant item for $81 million of losses related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt.

Packaging & Specialty Plastics net sales were $4,919$6,385 million in the firstsecond quarter of 2026, downup 727 percent from net sales of $5,310$5,025 million in the firstsecond quarter of 2025, with local price downup 930 percent, currency up 1 percent, and volume down 1 percent and currency up 34 percent. Local price decreasedincreased in Packaging and Specialty Plastics in all geographic regions, driven by lower pricing ofhigher polyethylene and functional polymers.prices. Local price decreasedincreased in Hydrocarbons & Energy in all geographic regions,Energy, driven by olefins and aromatics in the U.S. & Canada and EMEAI. Currency had a favorable impact on sales in both businesses and was driven by EMEAI. Volume increaseddecreased in Packaging and Specialty Plastics across all geographic regions,Plastics, driven by higherpolyethylene volumesdeclines in polyethylene,Asia partiallyPacific offsetand EMEAI impacted by lowerthe non-recurringMiddle licensingEast sales.conflict. Volume decreased in Hydrocarbons & Energy due to planned maintenance activity in the U.S. Gulf Coast and the impact fromof idling an integrated ethylene cracker in EMEAI in mid-2025.mid-2025, Currencywhich hadsuccessfully a favorable impact on salesrestarted in bothJune businesses and was primarily driven by EMEAI.2026.

Operating EBIT was $208$1,278 million in the firstsecond quarter of 2026, downup $134$1,207 million from Operating EBIT of $342$71 million in the firstsecond quarter of 2025. Operating EBIT decreasedincreased primarily due to lowerhigher integratedselling margins, increased planned maintenance costs,prices and lower equity earnings, which were partially offset by the impact of the Company's costself-help reductioninitiatives, initiatives.partially offset by higher planned maintenance and performance-based compensation costs.

1.The threesix months ended MarchJune 31,30, 2026 includes a significant item for $211 million of losses related to an adjustment to the Company's liability associated with its guarantee of Sadara's project financing debt.

Industrial Intermediates & Infrastructure net sales were $2,626$3,166 million in the firstsecond quarter of 2026, downup 814 percent from net sales of $2,855$2,786 million in the firstsecond quarter of 2025, with local price downup 815 percent, currency up 1 percent, and volume down 4 percent and currency up 42 percent. Local prices declinedincreased across both businesses and all geographic regions. Currency had a favorable impact on sales and was driven by EMEAI. Volume decreased in Polyurethanes & Construction ChemicalsChemicals, primarily in allAsia geographicPacific regionsand except Latin America,EMEAI due to lower volumes from the shutdown of a higher-cost upstream propylene oxide unit in the U.S. Gulf Coast in late 2025 and the impact of the Middle East conflict.conflict, which more than offset increased volume in industrial market applications. Volume decreasedincreased in Industrial SolutionsSolutions, primarily in the U.S. & Canada, driven by increased demand for energy applications and higher volumes from recent alkoxylation investments, which more than offset declines in licensingAsia revenuePacific and EMEAI primarily due to the impact of the conflict in the Middle East, which more than offset higher volumes from recent alkoxylation investments. Currency favorably impacted sales in both businesses and was driven by EMEAI.East.

Operating EBIT was a loss of $118$246 million in the firstsecond quarter of 2026, up $10$431 million from an Operating EBIT loss of $128$185 million in the firstsecond quarter of 2025. Operating EBIT increased primarilyas drivenhigher by lower raw material and energy costs, lower planned maintenance costs, suspended Sadara equity loss recognition, andmargins, the impact of the Company'sCompany’s cost reductionself-help initiatives, partiallylower planned maintenance activity and the suspension of the recognition of equity losses from Sadara more than offset bythe lowerimpact sellingof prices.higher performance-based compensation costs.