Dow (DOW) 10-K risk factor changes: FY2025 vs FY2024

*[Table of [removed: Contents](#ib2a06b6fb89841308535ad5ad1d221ee_13)*][added: Contents](#i8043b8521579403cb55aca1af291a3b8_13)*]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| Commission File Number | | | Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number | | | State [added: or Other Jurisdiction] of [removed: Incorporation or Organization] [added: Incorporation or Organization] | | | I.R.S. Employer Identification No. | | |

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the common stock of Dow Inc. held by non-affiliates of Dow Inc. was approximately [removed: $37.1] [added: $18.7] billion based on the last reported closing price of [removed: $53.05] [added: $26.48] per share as reported on the New York Stock Exchange.

Dow Inc. had [removed: 703,831,931] [added: 717,534,072] shares of common stock, $0.01 par value, outstanding at January 15, [removed: 2025.][added: 2026.]

The Dow Chemical Company had 100 shares of common stock, $0.01 par value, outstanding at January 15, [removed: 2025,] [added: 2026,] all of which were held by the registrant’s parent, Dow Inc.

Dow Inc.: Portions of Dow Inc.'s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of Dow Inc.'s fiscal year ended December 31, [removed: 2024.][added: 2025.]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

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*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

| [PART I](#i8043b8521579403cb55aca1af291a3b8_22) | | | | | | | | |

| [PART II](#i8043b8521579403cb55aca1af291a3b8_85) | | | | | | | | |

| [PART III](#i8043b8521579403cb55aca1af291a3b8_349) | | | | | | | | |

| [PART IV](#i8043b8521579403cb55aca1af291a3b8_355) | | | | | | | | |

| [SIGNATURES](#i8043b8521579403cb55aca1af291a3b8_367) | | | | | | [161](#i8043b8521579403cb55aca1af291a3b8_367) | | |

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

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.

Learn more about Dow at *www.dow.com*.

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

- 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.

Dow provided land for the construction of the zero-emission terminal and will provide

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

Construction at the site progressed during 2025.

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

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.

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

*[Table of Contents](#i8043b8521579403cb55aca1af291a3b8_13)*

The investments are supported by supply agreements with customers, including leading consumer brands.

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

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.

| [PART I](#ib2a06b6fb89841308535ad5ad1d221ee_22) | | | | | | | | |

| [PART II](#ib2a06b6fb89841308535ad5ad1d221ee_85) | | | | | | | | |

| [PART III](#ib2a06b6fb89841308535ad5ad1d221ee_346) | | | | | | | | |

| [PART IV](#ib2a06b6fb89841308535ad5ad1d221ee_352) | | | | | | | | |

| [SIGNATURES](#ib2a06b6fb89841308535ad5ad1d221ee_364) | | | | | | [149](#ib2a06b6fb89841308535ad5ad1d221ee_364) | | |

Learn more about Dow's ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting *www.dow.com*.

These include:

- Dow acquired Circulus Holdings, LLC, a U.S. mechanical recycling company that converts plastic waste into post-consumer resin.

- Dow completed the sale of its flexible packaging laminating adhesives business in 2024 to Arkema, S.A. The completion of this sale exemplifies Dow's commitment to aligning the Company's portfolio with its growth strategy and circularity platforms.

- Dow signed a Memorandum of Understanding ("MOU") with Ambipar, a Brazilian multinational and global leader in environmental solutions, to expand the strategic alliance between Dow and Ambipar and help drive transformation of the plastic recycling market in Brazil.

By 2030, Dow and Ambipar target leading polyethylene recycling in Brazil, increasing operations from 2,000 metric tons per year to 60,000 metric tons per year.

- Dow signed an additional MOU with SCG Chemicals in 2024 to expand its circularity partnership and transform 200,000 metric tons per year of plastic waste into circular products by 2030 in the Asia Pacific geographic region.

The partnership supports Dow's efforts towards the Transform the Waste target.

HEH and its shareholders approved the final investment decision for this project on March 4, 2024.

The zero-emission terminal will be co-located with Dow's facilities in Stade.

- Dow and privately-held New Energy Blue reached a long-term supply agreement to produce bio-based ethylene from renewable agricultural residues.

This is the first agreement in North America to generate plastic sourced materials from corn stover (stalks and leaves), and is the Company's first agreement in North America to utilize agriculture residues for plastic production.

Under the terms of the supply agreement, Dow will support the

design of New Energy Freedom, a new facility in the United States that is expected to process corn stover and produce commercial quantities of second-generation ethanol and clean lignin, with nearly half of the ethanol to be turned into bio-based ethylene feedstock reducing CO2e emissions from plastic production, and using it in recyclable applications across transportation, footwear, and packaging.

- Dow and Reciclar S.A. joined forces to build an efficient model for plastic recycling in Argentina that will produce more than 6,500 metric tons of post-consumer plastic resin.

This collaboration agreement with Reciclar S.A. spans three years and aims to improve the capacity of Reciclar S.A. to process waste on a larger scale and produce high-quality post-consumer plastic materials under the REVOLOOPTM brand.

In 2024, the Company benefited from the completion of an integrated MDI distillation and prepolymers facility along the U.S. Gulf Coast to increase distillation capabilities by 30 percent versus prior levels, which is expected to improve integrated margins for the portfolio.

The Company also announced its intent to invest in a new world-scale carbonate solvents facility in the United States to support domestic electric vehicle and energy storage markets in collaboration with the U.S. Department of Energy Office of Clean Energy Demonstrations.

The strategic review is expected to be completed in 2025.

It focuses resources on delivering valuable differentiation via market-driven innovations and sustainable solutions, which address lower-carbon footprint and circularity goals while enabling continued growth.

In 2024, key growth capital projects in every major geographic region were brought online to meet customer needs in fast-growing markets.

- Capacity expansions of silicone key intermediates enabling downstream growth globally across multiple end-markets, such as infrastructure; consumer and electronics; and mobility.

- Capacity expansions in Europe, Middle East, Africa and India ("EMEAI") to meet demand growth for sustainable silicone solutions in the personal care end-markets.

- Capacity expansions in Asia Pacific to meet growing demand for mobility, infrastructure, consumer and electronics end-markets.

- Capacity expansions in U.S. & Canada to accelerate growth in targeted applications within mobility, personal care, and infrastructure end-markets.

trademark registrations in the United States and in other countries, including the “Dow in Diamond” trademark.

Dow believes its purpose is to deliver a sustainable future through its materials science and collaboration with its partners.

Dow is continuously looking for better ways to make, use and reuse materials, to help keep them out of the environment and retain their value for as long as possible in support of a sustainable future.

Dow believes in considering the total impact of a product over its life cycle, including factors such as demands and impacts on nature, GHG, performance, longevity and end of life, while also working to extend the lifespan of materials.

Dow is committed to lead with inclusion, elevate its focus on diversity and embed equity into its practices, policies and processes for breakthrough results.

Dow’s leadership starts with its experienced and highly skilled Board of Directors ("Board").

Among other duties, the Board oversees and guides the Company’s strategy, environmental, social and governance priorities, and risk management to help promote the creation of long-term value for its shareholders.

Inclusion, Diversity & Equity

At Dow, inclusion, diversity and equity (“ID&E”) is a business imperative evidenced by inclusion serving as a core pillar of the Company's ambition statement.

In 2024, Dow advanced to #3 on the Fair360 Top 50 Companies list, remaining in the top 10 for the second consecutive year.