AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · 1/4 · Regional cost positioning and feedstock flexibility support current competitiveness, but realized industry oversupply and competitive losses show weak protection from rivals. Comparative cost magnitude is undisclosed.
durability · 1/4 · Persistent excess capacity has depressed prices and operating rates. Recent pricing gains lack demonstrated persistence beyond supply disruptions, and the first low-emissions agreement does not establish a durable premium franchise.
customer dependency · — · Customer-backed supply agreements demonstrate commitments, but their terms do not establish qualification barriers, replacement costs or dependence on Dow. Intellectual-property disclosures likewise do not establish customer lock-in.
erosion resilience · 1/4 · Cost actions and the 2026 earnings recovery offer some resilience, but competition has already reduced prices and volumes, and 2025 margin compression and impairments demonstrate material erosion.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 2/4 · Outcomes are mixed: Packaging & Specialty Plastics local price rose 10 percent in first-half 2026, while Performance Materials & Coatings pricing was flat after a 3 percent decline in 2025. These are observed outcomes, but disruption-sensitive gains do not establish sustained pricing discretion.
retention · 2/4 · Indirect evidence supports continuing demand: customer supply agreements backed selected investments, polyethylene volumes increased within a flat business volume result, and Performance Materials & Coatings volumes recovered. This supports a mixed assessment of demand continuity, without establishing customer retention rates or switching friction.
margin resilience · 1/4 · 2025 margin compression and lower operating rates demonstrate fragility. Higher selling prices and cost actions improved 2026 earnings, but some improvement also reflects reduced amortization, and persistence through normalized supply remains unproven.
contractual freedom · — · Realized price changes show that prices move, but the supplied passages do not establish external-customer repricing rights, escalation clauses, commitment duration or contractual restrictions. A premium-product commercial agreement does not disclose those terms.
Predictability65
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 9.14
- Positive FCF years (%)
- 60.00
- FCF margin volatility (pp)
- 5.48
Financial strength24
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 0.00
- currentRatioGrade
- 97.35
- Interest coverage (x)
- -3.06
- Current ratio (x)
- 1.97
Capital allocation50
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- -0.55
- 3-year average dilution (%)
- -0.43
- 3-year average SBC / revenue (%)
- 0.41
- cashConversionGrade
- 0.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Implemented dividend cuts, no 2025 repurchases and lower first-half capital spending support financial restraint. TDCC operating cash flow recovered materially in 2026, but impairments and Sadara guarantee losses show adverse investment outcomes. The evidence supports mixed discipline rather than exceptional allocation.
incentive alignment · 2/4 · Existing ownership guidelines, clawback and anti-hedging policies, plus approved financial incentive metrics, support alignment in program design. Actual executive holdings, compliance and realized payout sensitivity are not established. Later confirmation of shareholder plan approval is not evidence of vesting or successful incentives.
execution · 2/4 · Indirect operating evidence shows benefits from cost actions, improved segment earnings and recovered cash generation. These gains coexist with impairments and joint-venture losses, and cannot be attributed entirely to management because prices and industry conditions also improved. Transformation targets are not counted as achieved benefits.
governance · 2/4 · Independent committees, actual audit meetings and executive sessions demonstrate functioning oversight processes. The combined Chair and CEO role limits separation, while an agreed fine for historical environmental and safety non-compliance provides a concrete counterweight. These disclosures support mixed governance effectiveness.
Evidence
The Company operates in cost-advantaged geographic regions, including the U.S.
MD&A, geographic cost positioning · Filed 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, European feedstock flexibility · Filed 24/07/2026
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 key competitors · Filed 03/02/2026
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 effects of excess capacity · Filed 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 declines · Filed 24/07/2026
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, potential transience of disruption-related pricing · Filed 24/07/2026
Packaging & Specialty Plastics net sales were $11,304 million in the first six months of 2026, up 9 percent from net sales of $10,335 million in the first six months of 2025, with local price up 10 percent, currency up 2 percent, and volume down 3 percent.
MD&A, first-half 2026 Packaging & Specialty Plastics sales bridge · Filed 24/07/2026
Volume was flat in Packaging and Specialty Plastics as higher volumes in polyethylene were offset by lower non-recurring licensing sales.
MD&A, polyethylene volumes and non-recurring licensing sales · Filed 24/07/2026
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, Packaging & Specialty Plastics operating EBIT drivers · Filed 24/07/2026
PERFORMANCE MATERIALS & COATINGS Performance Materials & Coatings In millions 2025 2024 Net sales $ 8,134 $ 8,574 Operating EBIT $ 306 $ 318 Equity earnings $ 5 $ 11 Performance Materials & Coatings Percentage change from prior year 2025 2024 Change in Net Sales from Prior Period due to: Local price & product mix (3) % (3) % Currency — (1) Volume (2) 5 Total (5) % 1 % 2025 Versus 2024 Performance Materials & Coatings net sales were $8,134 million in 2025, down 5 percent from net sales of $8,574 million in 2024, with local price down 3 percent, volume down 2 percent, and currency flat.
MD&A, 2025 Performance Materials & Coatings sales and pricing · Filed 03/02/2026
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 operating rates · Filed 03/02/2026
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.
Proxy, management performance summary and low-emissions commercial agreement · Filed 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, intellectual property significance and dependency · Filed 03/02/2026
The investments are backed by supply agreements with customers, including leading consumer brands, and are expected to come online in the United States and Europe in 2024 and 2025, respectively.
Business, customer supply agreements backing alkoxylation investments · Filed 31/01/2024
The additional capacity is needed to support increasing demand across a wide range of fast-growing end-markets where the Company is delivering 10 percent to 15 percent annual growth rates, from home and personal care to industrial and institutional cleaning solutions and pharmaceuticals.
Business, reported growth in selected alkoxylation end markets · Filed 31/01/2024
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 sales bridge · Filed 24/07/2026
Operating EBIT increased in both businesses primarily due to higher sales volume, the impact of the Company's self-help initiatives, and reduced intangible asset amortization expenses in Consumer Solutions, which more than offset higher performance-based compensation costs.
MD&A, Performance Materials & Coatings operating EBIT drivers · Filed 24/07/2026
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.
The Dow Chemical Company consolidated cash flows, first-half 2026 and 2025 · Filed 24/07/2026
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 · Filed 03/02/2026
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, 2025 goodwill and production-asset impairments · Filed 03/02/2026
The Company did not repurchase any of its common stock in 2025.
Liquidity and capital resources, absence of 2025 repurchases · Filed 03/02/2026
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 compensation safeguards and stock ownership guidelines · Filed 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, committee-approved 2026 incentive metric weights · Filed 27/02/2026
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, committee independence · Filed 27/02/2026
Fitterling, Dow’s Chair and CEO, is not independent.
Corporate governance, combined Chair and CEO independence · Filed 27/02/2026
Dow held nine Audit Committee meetings during 2025.
Audit Committee report, actual 2025 meeting activity · Filed 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 · Filed 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.
Environmental proceedings, agreed fine for historical non-compliance · Filed 24/07/2026
52 Table of Contents INDUSTRIAL INTERMEDIATES & INFRASTRUCTURE Industrial Intermediates & Infrastructure Three Months Ended Six Months Ended In millions Jun 30, 2026 Jun 30, 2025 Jun 30, 2026 Jun 30, 2025 Net sales $ 3,166 $ 2,786 $ 5,792 $ 5,641 Operating EBIT $ 246 $ (185) $ 128 $ (313) Equity earnings (losses) 1 $ 15 $ (39) $ (227) $ (97) 1.The six months ended June 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.
MD&A, Industrial Intermediates & Infrastructure results and Sadara guarantee loss · Filed 24/07/2026
The Board approved the second amendment to the 2019 Plan to increase the shares authorized for issuance on February 12, 2026, which was approved by the Company's stockholders at the 2026 Annual Meeting of Stockholders held on April 9, 2026.
Stock-based compensation note, April 2026 shareholder approval of plan amendment · Filed 24/04/2026
Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and is accretive to the $1 billion structural cost reductions announced in the first quarter of 2025.
MD&A, expected Transform to Outperform benefits · Filed 24/07/2026
