Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Preuves
The Company operates in cost-advantaged geographic regions, including the U.S.
MD&A: cost-advantaged geographic regions · Dépôt 24/07/2026
Additionally, the Company's feedstock flexibility has allowed the Company to operate its European assets competitively, despite the volatile energy and feedstock environment.
MD&A: realized European feedstock flexibility · Dépôt 24/07/2026
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.
Business: integrated ethylene-to-polyethylene chain; issuer advantage claim · Dépôt 03/02/2026
Details on Packaging & Specialty Plastics' 2025 net sales, by business and geographic region, are as follows: * Europe, Middle East, Africa and India ("EMEAI") 6 Table of Contents Products Major applications/market segments and products are listed below by business: Business Applications/Market Segments Major Products Key Raw Materials Key Competitors Hydrocarbons & Energy Purchaser of feedstocks; production of cost competitive hydrocarbon monomers utilized by Dow's derivative businesses; and energy, principally for use in Dow’s global operations Ethylene, propylene, benzene, butadiene, octene, aromatics co-products, power, steam, other utilities Butane, condensate, ethane, naphtha, natural gas, propane Chevron Phillips Chemical, ExxonMobil, INEOS, LyondellBasell, SABIC, Shell, Sinopec Packaging and Specialty Plastics Adhesives; automotive; caps, closures and pipe applications; construction; cosmetics; electrical transmission and distribution; food and supply chain packaging; footwear; health and hygiene; housewares; industrial specialty applications using polyolefin elastomers, ethylene copolymers, and EPDM; irrigation pipe; mobility; photovoltaic encapsulants; sporting goods; telecommunications infrastructure; toys and infant products Acrylics, bio-based plasticizers, copolymer, elastomers, ethylene copolymer resins, EPDM, ethylene vinyl acetate ("EVA"), methacrylic acid copolymer resins, polyethylene ("PE"), high-density polyethylene ("HDPE"), low-density polyethylene ("LDPE"), linear low-density polyethylene ("LLDPE"), polyolefin plastomers, resin additives and modifiers, semiconductive and jacketing compound solutions and wire and cable insulation Aliphatic solvent, butene, ethylene, hexene, octene, propylene Borealis, CNPC, ExxonMobil, INEOS, Lanxess, LyondellBasell, Nova, SABIC, Sinopec Joint Ventures: This segment includes a portion of the Company's share of the results of the following joint ventures: •EQUATE Petrochemical Company K.S.C.C.
Business: Packaging & Specialty Plastics products and named competitors · Dépôt 03/02/2026
Increased levels of worldwide competition have resulted in lower prices and lower sales volume, which have had a negative impact on the Company’s results of operations.
Risk factors: realized competitive price and volume losses · Dépôt 24/07/2026
This has resulted in excess capacity which has disrupted and continues to disrupt regional industry supply and demand balances, particularly in Europe, the Middle East, Africa and India ("EMEAI") and Asia Pacific, resulting in downward pressure on prices and decreased operating rates, which has had and continues to have a negative impact on the Company’s results of operations.
Risk factors: realized excess-capacity effects on prices and operating rates · Dépôt 03/02/2026
While global trade disruptions caused by the conflict in the Middle East may provide opportunities for the Company to increase certain sales prices and volumes in the near term, the conflict and its impacts continue to evolve and are expected to remain volatile, and there is no guarantee any such increases will continue.
Risk factors: uncertain persistence of disruption-related pricing opportunities · Dépôt 24/07/2026
The segment employs the industry’s broadest polyolefin product portfolio, supported by the Company’s proprietary catalyst and manufacturing process technologies.
Business: proprietary catalyst and manufacturing technologies · Dépôt 03/02/2026
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.
Business: Pack Studio application and commercialization support; issuer claim · Dépôt 03/02/2026
At June 30, 2026, the Company had unfulfilled performance obligations of $564 million ($617 million at December 31, 2025) related to the licensing of technology.
Note 3, Revenue: unfulfilled technology licensing obligations · Dépôt 24/07/2026
Expanded Dow’s addressable market with the launch of a Carbon Footprint Ledger — enabling Dow to offer low-emissions solutions at a premium versus alternative offerings — and finalized the first major commercial agreement to transact reduced greenhouse gas emissions products.
CD&A: Carbon Footprint Ledger and first major low-emissions commercial agreement · Dépôt 27/02/2026
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.
Business: absence of material dependence on any single or related group of intellectual property · Dépôt 03/02/2026
Volume was flat in Packaging and Specialty Plastics as higher volumes in polyethylene were offset by lower non-recurring licensing sales.
MD&A: polyethylene growth offset by lower non-recurring licensing sales · Dépôt 24/07/2026
Local price decreased 9% year-over-year, primarily driven by lower polyethylene prices.
First-quarter 2026 results: Packaging & Specialty Plastics local price decline · Dépôt 23/04/2026
•Local price increased 20 percent compared with the second quarter of 2025 and was up in all operating segments; Packaging & Specialty Plastics (up 30 percent), Industrial Intermediates & Infrastructure (up 15 percent) and Performance Materials & Coatings (up 4 percent).
MD&A: second-quarter 2026 realized price increases by segment · Dépôt 24/07/2026
Performance Materials & Coatings net sales were $4,441 million in the first six months of 2026, up 6 percent from net sales of $4,200 million in the first six months of 2025, with volume up 4 percent, a favorable currency impact of 2 percent, and local price flat.
MD&A: first-half 2026 Performance Materials & Coatings volume and pricing · Dépôt 24/07/2026
Operating EBIT decreased primarily due to margin compression, lower volumes and the impact of lower operating rates, partially offset by the impact of the Company's cost reduction initiatives and reduced intangible asset amortization expenses in Consumer Solutions.
MD&A: 2025 margin compression and lower operating rates · Dépôt 03/02/2026
Operating EBIT increased primarily due to higher selling prices and the impact of the Company's self-help initiatives, partially offset by higher planned maintenance and performance-based compensation costs.
MD&A: higher selling prices and self-help contributions to segment earnings · Dépôt 24/07/2026
Operating EBIT decreased as higher performance-based compensation costs, planned maintenance activity, and fixed costs impacted by the closure of the Barry, U.K., siloxanes plant more than offset higher demand, reduced intangible asset amortization expenses in Consumer Solutions, and the impact of the Company's self-help initiatives.
MD&A: second-quarter Performance Materials & Coatings earnings pressures · Dépôt 24/07/2026
The Company has received advance payments from customers related to long-term supply agreements that are deferred and recognized over the life of the contract, with remaining contract terms that range up to 18 years.
Note 3, Revenue: customer advances and supply agreements with terms up to 18 years · Dépôt 24/07/2026
Ethylene is primarily supplied for the vinyls business under a long-term supply arrangement whereby we receive ethylene at integrated producer economics.
Olin FY2025 business disclosure: continuing ethylene supply at integrated producer economics · Dépôt 20/02/2026
2 0 2 4 I N V E S T O R D A Y Setting the Stage: The Role of Chlorine in PVC Production Potential to Grow into PVC with Cost-advantaged Position 1 Olin has invested ~$1.1B to obtain the supply of ~650,000 MT of cost-based ethylene with approximately half through 2035 and the remaining half through 2040.
Olin 2024 investor presentation: cost-based ethylene quantities, investment and duration · Dépôt 12/12/2024
Ethylene Agreements. The Ethylene Agreements are 20-year long-term capacity rights agreements for the supply of ethylene by TDCC at integrated producer economics.
Historical 2015 transaction disclosure: TDCC ethylene capacity rights and producer economics · Dépôt 02/09/2015
34 Table of Contents Beginning with the third quarter of 2025, the Company’s Board reduced the dividend by 50 percent to $0.35 per share, in response to the prolonged industry downturn.
MD&A: implemented 2025 dividend reduction · Dépôt 03/02/2026
The Company did not repurchase any of its common stock in 2025.
Liquidity and Capital Resources: no 2025 share repurchases · Dépôt 03/02/2026
and Subsidiaries Consolidated Statements of Cash Flows In millions (Unaudited) Six Months Ended Jun 30, 2026 Jun 30, 2025 Operating Activities Net income (loss) $ 357 $ (1,091) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 1,383 1,438 Credit for deferred income tax (114) (131) Earnings of nonconsolidated affiliates less than dividends received 543 220 Net periodic pension benefit credit (16) (50) Pension contributions (78) (76) Net gain on sales of assets, businesses and investments (49) (102) Restructuring and asset related charges - net 530 799 Other net loss 3 104 Changes in assets and liabilities, net of effects of acquired and divested companies: Accounts and notes receivable (1,761) (935) Inventories (638) (158) Accounts payable 1,347 (12) Other assets and liabilities, net 941 (372) Cash provided by (used for) operating activities - continuing operations 2,448 (366) Cash provided by (used for) operating activities - discontinued operations 7 (13) Cash provided by (used for) operating activities 2,455 (379) Investing Activities Capital expenditures (1,135) (1,347) Proceeds from incentives related to capital expenditures 49 — Cash flow hedging related to capital expenditures (6) — Investment in gas field developments (48) (68) Proceeds from sales of property, businesses and consolidated companies, net of cash divested 58 131 Investments in and loans to nonconsolidated affiliates (133) (20) Purchases of investments (782) (205) Proceeds from sales and maturities of investments 524 552 Other investing activities, net 53 (5) Cash used for investing activities (1,420) (962) Financing Activities Changes in short-term notes payable 17 48 Proceeds from issuance of short-term debt greater than three months 16 37 Payments on short-term debt greater than three months (34) (41) Proceeds from issuance of long-term debt 81 1,107 Payments on long-term debt (206) (1,114) Collections on securitization programs, net of remittances — 18 Transaction financing, debt issuance and other costs (3) (85) Employee taxes paid for share-based payment arrangements (15) (16) Distributions to noncontrolling interests (158) (56) Proceeds from sale of noncontrolling interests — 2,433 Dividends paid to stockholders (505) (990) Cash provided by (used for) financing activities (807) 1,341 Effect of exchange rate changes on cash, cash equivalents and restricted cash (76) 253 Summary Increase in cash, cash equivalents and restricted cash 152 253 Cash, cash equivalents and restricted cash at beginning of period 3,952 2,263 Cash, cash equivalents and restricted cash at end of period $ 4,104 $ 2,516 Less: Restricted cash and cash equivalents, included in "Other current assets" 131 117 Cash and cash equivalents at end of period $ 3,973 $ 2,399 See Notes to the Consolidated Financial Statements.
TDCC consolidated cash flows: first-half operating cash generation, capital spending and financing · Dépôt 24/07/2026
The Company also reported an impairment charge of $690 million related to goodwill associated with the Polyurethanes & Construction Chemicals reporting unit, a pretax impairment charge of $303 million related to the assets used for chlor-alkali, propylene oxide and brine production in Latin America, and $1 million of asset related charges associated with the Company's 2023 Restructuring Program in 2025.
MD&A: goodwill and operating-asset impairments · Dépôt 03/02/2026
The term of the revolving credit facility expired in the second quarter of 2026 and the Company remitted cash to satisfy the outstanding $80 million guarantee obligation.
Note 12, Commitments and Contingencies: payment of Sadara guarantee obligation · Dépôt 24/07/2026
2026 | Dow Proxy Statement 41 Table of Contents Proxy Summary Corporate Governance Board of Directors Compensation Discussion & Analysis Compensation Tables & Narrative Management Proposals Key Executive Compensation Practices The following summarizes key governance characteristics related to the executive compensation programs in which the NEOs participate: ✓ Strong pay for performance alignment among executive compensation outcomes, individual performance and Company financial, strategic and operational performance ✓ Stock ownership guidelines of six times base salary for the CEO and four times base salary for the other NEOs ✓ Compensation Clawback Policy ✓ Stockholder engagement and feedback considered in executive compensation design ✓ Anti-hedging/anti-pledging policies ✓ Compensation program structure designed to discourage excessive risk taking ✓ Stock incentive plans prohibit option repricing, reloads, exchanges and options granted below market value without stockholder approval ✓ No change-in-control agreements ✓ 100% independent Compensation and Leadership Development Committee ✓ No excise tax gross-ups ✓ Limited perquisites ✓ Robust processes to assess leadership talent and succession planning for all senior management roles including the CEO ✓ Committee oversight of human capital management, work environment and culture ✓ Carefully considered Compensation Peer Group with regular Committee review ✓ Independent Compensation Consultant reporting to the Committee ✓ Each component of target pay benchmarked to median of the Compensation Peer Group ✓ Regular review of the Committee Charter to ensure best practices and priorities Stockholder Engagement At the 2025 Annual Meeting of Stockholders, 92 percent of the votes cast by stockholders supported Dow’s advisory vote on executive compensation.
CD&A: existing ownership guidelines, clawback and anti-hedging policies · Dépôt 27/02/2026
To further align with these priorities, the Committee approved adjusting the metric weighting under the 2026 Performance Award Program to 70 percent financial metrics, consisting of Operating EBIT and Free Cash Flow, and a 30 percent Transformation metric which is a composite of various components that measure Growth, Productivity, and Safety and Reliability performance.
CD&A: approved 2026 financial and transformation incentive weightings · Dépôt 27/02/2026
The Company's performance resulted in a Company component payout of 18% for people leaders and senior leaders and 20% for all other eligible employees, as all Ambition Metric components do not apply to all employees (as noted above).
CD&A: actual 2025 company component incentive payout · Dépôt 27/02/2026
These actions, which included a workforce reduction of approximately 1,500 roles, were substantially complete at June 30, 2026.
Note 4: substantial completion of targeted workforce actions · Dépôt 24/07/2026
All members of the Audit, Compensation and Leadership Development, Corporate Governance, and Environment, Health, Safety & Technology Committees are independent Directors as required by the Corporate Governance Guidelines and applicable regulatory and listing standards.
Corporate governance: independent committee membership · Dépôt 27/02/2026
Dow held nine Audit Committee meetings during 2025.
Audit Committee Report: actual 2025 meeting count · Dépôt 27/02/2026
Five meetings were regularly scheduled meetings that included separate executive sessions of the Committee with time allowed to meet with the Lead Client Service Partner of Deloitte & Touche LLP (“D&T”), the independent registered public accounting firm, the Corporate Auditor, the General Counsel, the Controller, the Chief Financial Officer and other members of management as requested, as well as among the Committee members themselves.
Audit Committee Report: executive sessions and auditor access · Dépôt 27/02/2026
On February 26, 2026, the Company entered into a settlement agreement with the Dutch Public Prosecutor in the Netherlands in which the Company agreed to pay a fine of approximately $1.2 million to resolve certain process safety and environmental non-compliance events that occurred at the Company's Terneuzen, the Netherlands site during the period of 2019 to 2021.
Legal proceedings: agreed fine for historical safety and environmental non-compliance · Dépôt 24/07/2026
– April 14, 2026 – Dow (NYSE: DOW) today announced that Jim Fitterling, Chair and Chief Executive Officer, will become Executive Chair of
Leadership announcement: transition from combined Chair and CEO role · Dépôt 14/04/2026
Carter, currently Chief Operating Officer, as Chief Executive Officer, effective July 1, 2026.
Leadership announcement: Carter appointed CEO effective July 1, 2026 · Dépôt 14/04/2026
at that time. Richard Davis will continue to serve as Dow’s Independent Lead Director.
Leadership announcement: continuing Independent Lead Director · Dépôt 14/04/2026
Carter, Dow CEO. “Market conditions were supportive this quarter, and our self-help initiatives delivered ahead of plan, further reinforcing the improvement in our earnings as we continue to strengthen Dow’s resilience and agility.
Second-quarter release: Carter identified as CEO; supportive market conditions and management execution claim · Dépôt 23/07/2026
and Subsidiaries
Net Sales by Segment and Geographic Region
Net Sales by Segment
•Cash provided by operating activities – continuing operations was $1.1 billion, up $1.0 billion year-over-year, primarily driven by receipt of payment from NOVA Chemicals and working capital improvements.
First-quarter release: cash flow benefited from NOVA Chemicals payment and working capital · Dépôt 23/04/2026
The investments are backed by supply agreements with customers, including leading consumer brands.
Outlook: customer supply agreements backing alkoxylation investments · Dépôt 03/02/2026
In the second quarter of 2026, the Company recorded additional pretax restructuring charges of $58 million, consisting of asset write-downs and write-offs of $8 million and costs associated with exit and disposal activities of $50 million related to a supply commitment.
Note 4: restructuring charges including supply-commitment exit costs · Dépôt 24/07/2026
