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CLOSED · 02:15 ET
Market ClerkRecap
Thu Oct 22 · markets closed2 signals on Oct 21108 insider buys this week · $250.3MCIRO short report next: Oct 30The week ahead

DOW

DOW INC.
NYSE · MATERIALS · PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
30.38
−0.31 −1.01%
USD · close Oct 21
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Work order
53
WATCH · shorts 53
Insiders, 90 days
0
no open-market filings in 90 days
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0 / 0
no disclosures naming it
Big money
1 / 15
tracked funds hold it
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0
nobody we score has called it yet
MKT CAP $21.9BP/E —DIV YIELD 5.76%FCF YIELD -1.06%REV TTM $39.3B −7.7%NET INCOME −$2.7B −806.3%NET DEBT $12.1B52W 20.95 – 41.87SEC XBRL · TTM TO Invalid Date

How DOW rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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New in FY2025

  • In the first quarter of 2025, Dow announced targeted cost actions to reduce structural costs by $1 billion over the next two years, while its businesses work to balance supply with profitable demand.
  • The cost actions target areas such as third-party spending and include a workforce reduction of approximately 1,500 roles.
  • The Company also announced reductions to its capital expenditures for 2025.
  • The Company announced further actions to address ongoing macroeconomic volatility and persistently slower global GDP growth in the second quarter of 2025, including the decision to delay construction of its Path2Zero project in Fort Saskatchewan, Alberta, Canada.
  • The Company’s expected 2025 enterprise-wide capital expenditures were adjusted to $2.5 billion from the Company's original plan of $3.5 billion after the actions taken in the first and second quarters of 2025.
  • In January 2026, the Company provided an updated timeline for its Fort Saskatchewan Path2Zero project, delaying completion of the project by two years, and expects the first and second phases of the project to start up by the end of 2029 and 2030, respectively.
  • Dow remains committed to its Path2Zero project and the growth upside it will enable in targeted applications like pressure pipe, wire and cable, and food packaging.
  • The project is expected to be the world’s first net-zero Scope 1 and 2 carbon dioxide equivalent emissions integrated ethylene and derivatives complex.
  • On July 7, 2025, the Company announced additional restructuring actions, approved by its Board of Directors ("Board") on June 30, 2025, to rationalize its global asset footprint, including actions related to the three assets identified as part of the Company’s expanded strategic review of its European assets and certain corporate and other assets, and to enhance the Company’s competitiveness over the economic cycle.
  • The program includes asset write-down and write-off charges, severance and related benefit costs, contract termination fees and other exit and disposal costs.
  • These actions will be completed by the Company primarily over the next four years, including the asset shut downs and completion of the related decommissioning and demolition activities.
  • Significant actions approved to date include the following: • Packaging & Specialty Plastics will shut down an ethylene facility in Böhlen, Germany, by the end of 2027. • Industrial Intermediates & Infrastructure will shut down chlor-alkali and vinyl assets in Schkopau, Germany, by the end of 2027. • Performance Materials & Coatings will shut down a basics siloxanes plant in Barry, United Kingdom, by mid-year 2026. • The Company wrote off certain Corporate-aligned owned and leased non-manufacturing facilities and other assets.
  • More information on the restructuring actions and related charges can be found in Note 5 to the Consolidated Financial Statements.
  • 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.
  • The adjustment to the size of the dividend reflects the Company’s balanced capital allocation approach and enhances financial flexibility amidst a persistently challenging macroeconomic environment.
  • On January 29, 2026, the Company announced 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.
  • Transform to Outperform is expected to deliver at least $2 billion near-term Operating EBITDA improvement from productivity improvements and growth and will be accretive to the $1 billion structural cost reductions announced in the first quarter of 2025.
  • The Company expects to incur one-time costs and charges related to Transform to Outperform of $1.1 billion to $1.5 billion, including severance and related benefit costs of $600 million to $800 million associated with approximately 4,500 roles.
  • Charges for severance and related benefit costs and the related implementation costs will be incurred primarily over the next two years.
  • Currency Exchange Rates The Company's global business operations give rise to market risk exposure related to changes in foreign currency exchange rates and international capital flows that may be affected by extensive regulations and controls, especially in developing or highly inflationary countries such as Argentina.
  • The Company continues to monitor these situations and take appropriate actions as necessary to manage the financial impact pursuant to established guidelines and policies.
  • If the Company is unable to manage certain exposures in a cost-effective manner it could have a significant negative impact on its future results of operations and cash flows.
  • A detailed discussion of these and other principal risks and uncertainties, which may negatively impact the future results of the Company, are included in Part I, Item 1A.
  • The Company's global breadth, asset integration and scale, customer-focused innovation and leading business positions enable it to achieve profitable growth and help deliver a sustainable future.
  • Dow operates manufacturing sites in 29 countries and employs approximately 34,600 people.
  • In 2025, the Company had net sales of $40 billion, of which 40 percent were to customers in the U.S. & Canada; 31 percent were in Europe, Middle East, Africa and India ("EMEAI"); while the remaining 29 percent were to customers in Asia Pacific and Latin America.
  • In 2025, the Company and its consolidated subsidiaries did not operate in countries subject to U.S. economic sanctions and export controls as imposed by the U.S.
  • OVERVIEW The following is a summary of the results for the Company for the year ended December 31, 2025: The Company reported net sales of $40 billion in 2025, down 7 percent from $43 billion in 2024, with decreases across all operating segments and geographic regions, and driven by a decrease in local price of 7 percent.
  • Net sales decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 5 percent).
  • Local price decreased 7 percent compared with 2024, with decreases in all operating segments and geographic regions.
  • Local price decreased in Packaging & Specialty Plastics (down 8 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).
  • Volume was flat compared with 2024 and mixed by geographic region.
  • Volume increased in the U.S. & Canada (up 2 percent) and Asia Pacific (up 1 percent), and decreased in EMEAI (down 4 percent) and Latin America (down 2 percent).
  • The impact of currency on net sales was flat compared with 2024.
  • Restructuring, goodwill impairment and asset related charges - net were $1,856 million in 2025 compared with $103 million in 2024.
  • The restructuring charges recognized in 2025 were related to actions approved by the Board in January and June 2025 and consisted of severance and related benefit costs of $389 million, asset write-downs and write-offs of $349 million and costs associated with exit and disposal activities of $124 million.
  • 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.
  • Equity in losses of nonconsolidated affiliates was $240 million in 2025, compared with losses of $6 million in 2024, primarily driven by continued integrated margin compression at the Company'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.
  • Sundry income (expense) - net decreased primarily due to non-cash settlement charges related to the Company's pension derisking activities and lower non-operating pension and postretirement benefit plan credits, partially offset by gains on the divestiture of the Company's ownership in its DowAksa Advanced Composites Holdings BV joint venture ("DowAksa") and the sale of its soil fumigation product line.

and 262 more.

Gone since FY2024

  • The Company's global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enables the Company to achieve profitable growth and help deliver a sustainable future.
  • Dow operates manufacturing sites in 30 countries and employs approximately 36,000 people.
  • In 2024, the Company had net sales of $43 billion, of which 38 percent were to customers in the U.S. & Canada; 33 percent were in Europe, Middle East, Africa and India ("EMEAI"); while the remaining 29 percent were to customers in Asia Pacific and Latin America.
  • In 2024, the Company and its consolidated subsidiaries did not operate in countries subject to U.S. economic sanctions and export controls as imposed by the U.S.
  • OVERVIEW The following is a summary of the results for the Company for the year ended December 31, 2024: The Company reported net sales in 2024 of $43 billion, down 4 percent from $45 billion in 2023, with decreases across all geographic regions, and driven by a decrease in local price of 4 percent.
  • Net sales decreased in Packaging & Specialty Plastics (down 6 percent) and Industrial Intermediates & Infrastructure (down 5 percent), partially offset by an increase in Performance Materials & Coatings (up 1 percent).
  • Local price decreased 4 percent compared with 2023, with decreases in all operating segments and geographic regions.
  • Local price decreased in Packaging & Specialty Plastics (down 4 percent), Industrial Intermediates & Infrastructure (down 6 percent) and Performance Materials & Coatings (down 3 percent).
  • Volume was flat compared with 2023 and mixed by operating segment, with a decrease in Packaging & Specialty Plastics (down 2 percent) offset by increases in Industrial Intermediates & Infrastructure (up 1 percent) and Performance Materials & Coatings (up 5 percent).
  • Volume increased in the U.S. & Canada (up 2 percent), decreased in Latin America (down 1 percent), and was flat in EMEAI and Asia Pacific.
  • The impact of currency on net sales was flat compared with 2023.
  • Restructuring and asset related charges - net were $103 million in 2024 compared with $528 million in 2023, primarily reflecting restructuring actions approved by the Board in January 2023.
  • The restructuring charges recognized in 2024 consisted of severance and related benefit costs of $41 million, asset write-downs and write-offs of $16 million and costs associated with exit and disposal activities of $9 million.
  • In addition, the Company recognized pretax impairment charges of $37 million related to assets included in the divestiture of the Company's flexible packaging laminating adhesives business.
  • Equity in losses of nonconsolidated affiliates was $6 million in 2024, compared with losses of $119 million in 2023, primarily driven by improved equity earnings at the Kuwait joint ventures driven from higher prices and volumes, improved results at the Sadara joint venture, partially offset by continued margin compression at the Thai joint ventures.
  • Sundry income (expense) - net for Dow Inc. and TDCC was income of $415 million and $404 million, respectively, in 2024, compared with expense of $280 million and $327 million, respectively, in 2023.
  • Sundry income (expense) - net increased primarily due to lower foreign currency exchange losses and the absence of a one-time non-cash settlement charge related to the Company's pension de-risking activities in 2023.
  • Net income available for Dow Inc. and TDCC common stockholder(s) was $1,116 million and $1,127 million, respectively, in 2024, compared with $589 million and $556 million, respectively, in 2023.
  • Earnings per share for Dow Inc. was $1.57 per share in 2024, compared with $0.82 per share in 2023.
  • In 2024, Dow Inc. declared and paid dividends to common stockholders of $2.80 per share ($1,966 million).
  • In 2024, Dow Inc. repurchased $494 million of the Company's common stock.
  • Other notable events and highlights from the year ended December 31, 2024 include: • On January 25, 2024, the Company published its Green Finance Framework and related Second Party Opinion on its website, to support the execution of its sustainability strategy. • On February 1, 2024, Andrea L.
  • Dominowski became Controller and Vice President of Controllers. • On February 9, 2024, TDCC issued $1.25 billion of senior unsecured notes in connection with the Company's Green Finance Framework. • On April 2, 2024, the Company announced that Mauro Gregorio, President of Performance Materials & Coatings, elected to retire in the third quarter of 2024 after 40 years of service. • On April 2, 2024, the Company announced that Brendy Lange, business vice president of Dow Industrial Solutions, was named President of Performance Materials & Coatings. • On May 16, 2024, the Company announced it will expand its Protect the Climate targets by setting distinct milestones for climate change mitigation that focus on water and nature conservation.
  • Additional information can be found on the Company's website. • On June 18, 2024, Dow Inc. released its INtersections Report, highlighting how the Company is advancing its ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world.
  • Additional information can be found on the Company's website. • On July 1, 2024, Ronald C.
  • Edmonds, former Controller and Vice President of Controllers and Tax, elected to retire after 31 years of service. • On July 1, 2024, Fitch Ratings affirmed TDCC's BBB+ and F1 rating, and its outlook of stable.
  • Additionally, on July 1, 2024, Standard & Poor's affirmed TDCC's BBB and A-2 rating, and its outlook of stable. • On August 1, 2024, the Company acquired Circulus Holdings, LLC, a U.S. mechanical recycling company that converts plastic waste into post-consumer resin, for approximately $130 million. • On August 6, 2024, Moody's Ratings affirmed TDCC's Baa1 and P-2 rating, and its outlook of stable. • On October 24, 2024, the Company announced that it will complete a strategic review of select assets in Europe, primarily certain polyurethanes assets within the Industrial Intermediates & Infrastructure segment, as part of an effort to continue to optimize its global asset footprint. • On October 28, 2024, Moody's Ratings re-affirmed TDCC's Baa1 and P-2 rating and revised its outlook to negative from stable. • On December 2, 2024, the Company completed the sale of its flexible packaging laminating adhesives business, within the Packaging & Specialty Plastics segment, to Arkema S.A. for cash proceeds of $115 million, net of working capital adjustments, costs to sell and other transaction expenses and subject to customary post-closing adjustments. • On December 3, 2024, the Company announced that Karen Carter, President of Packaging & Specialty Plastics, had been named Chief Operating Officer. • On December 4, 2024, the Company announced that Keith Cleason had been named President of Packaging & Specialty Plastics. • On December 4, 2024, the Company announced that Jane Palmieri, President of Industrial Intermediates & Infrastructure, had elected to retire in March 2025 after 30 years of service with Dow. • On December 4, 2024, the Company announced that Marco ten Bruggencate had been named President of Industrial Intermediates & Infrastructure. • On December 8, 2024, the Company entered into a definitive agreement to sell a 40 percent equity stake in select U.S.
  • Gulf Coast infrastructure assets to a fund managed by Macquarie Asset Management in exchange for cash proceeds of approximately $2.4 billion.
  • Under the terms of the agreement, Macquarie Asset Management has the option to purchase up to an additional 9 percent equity stake in exchange for additional cash proceeds of up to $600 million. • On December 9, 2024, Standard & Poor's re-affirmed TDCC's BBB and A-2 rating, and its outlook of stable. • Dow was named on the Top 100 Global Innovators ™ list for the 13th consecutive year. • Dow received a record-setting 12 2024 Edison Awards ™ (three gold, five silver and four bronze), once again earning more awards than any other organization for the seventh consecutive year. • Dow was named to the JUST 100 list, placing 35th overall, a 20-place improvement from last year, and securing the top spot for Customers in the Chemicals sector. • Dow earned a spot in the S&P Global Sustainability Yearbook, recognizing the Company as a top industry performer. • Dow received six 2024 BIG Innovation Awards from the Business Intelligence Group ™ , the most received in a single Business Intelligence Group ™ Awards program by the Company. • Dow was recognized with a 2024 CIO 100 Award, for the third consecutive year, for the Company's Integrated Data Hub. • Dow advanced to third place on the 2024 Fair360, formerly DiversityInc, Top 50 Companies for Diversity list making it the seventh consecutive year on the list.
  • Dow was also included on 12 of Fair360's Specialty Lists including: Top Companies for Executive Fairness Councils, Top Companies for Board of Directors, Top Companies for Environmental, Social & Governance, Top Companies for Philanthropy, Top Companies for Supplier Fairness, Top Companies for Employee Resource Groups, Top Companies for Mentoring, Top Companies for Sponsorship, Top Companies for People with Disabilities, Top Companies for Latino Executives, Top Companies for Asian American Executives and Top Companies for LGBTQ+ Employees. • Dow received six prestigious 2024 SEAL (Sustainability, Environmental Achievement and Leadership) Business Sustainability Awards.
  • Dow's DOWSIL ™ ACP-3089 Antifoam Compound and Dow's SILASTIC ™ STT 2650 Self Sealing Silicone each received a SEAL Sustainable Innovation Award.
  • Dow's DOWSIL ™ 2080, DOWSIL ™ IE-9100, DOWSIL ™ 991 and SILASTIC ™ STT 2650 each received a SEAL Sustainable Product Award. • For the eighth consecutive year, Dow received a top score on the Disability Equality Index ® , placing the Company among the Best Places to Work for Disability Inclusion ® for 2024. • Dow was named one of the 2024 PEOPLE ® Companies that Care by Great Place to Work ® and PEOPLE ® for the fifth consecutive year. • Dow was honored by Great Place to Work ® and Fortune as one of the World's Best Workplaces.
  • Dow was also certified as a Great Place to Work ® in 15 countries and ranked on eight national Best Workplaces lists, including the Fortune 100 Best Companies to Work For ® list in the United States for the fourth consecutive year. • Dow was named to the Dow Jones Sustainability World Index by S&P Dow Jones Indices, the world's leading index provider focused on providing essential sustainability intelligence.
  • This is the 24th year Dow has achieved this prestigious ranking. • Dow received the first place spot on the Best Workplace in Manufacturing and Production list by Great Place to Work ® and Fortune.
  • This is the fourth consecutive year Dow has been named to this prestigious list and the first time atop the ranking.
  • In addition to the highlights above, the following events occurred subsequent to December 31, 2024: • On January 27, 2025, the Dow Inc.
  • RESULTS OF OPERATIONS For comparison of results of operations for the fiscal years ended December 31, 2023 and 2022, see Part II, Item 7.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on January 31, 2024.
  • Net Sales The following tables summarize net sales and sales variances by operating segment and geographic region from the prior year: Summary of Sales Results In millions 2024 2023 Net sales $ 42,964 $ 44,622 Sales Variances by Operating Segment and Geographic Region 2024 2023 Percentage change from prior year Local Price & Product Mix Currency Volume Total Local Price & Product Mix Currency Volume Total Packaging & Specialty Plastics (4) % — % (2) % (6) % (16) % — % (5) % (21) % Industrial Intermediates & Infrastructure (6) — 1 (5) (14) (1) (9) (24) Performance Materials & Coatings (3) (1) 5 1 (15) (1) (5) (21) Total (4) % — % — % (4) % (16) % — % (6) % (22) % Total, excluding the Hydrocarbons & Energy business (5) % — % 3 % (2) % (15) % (1) % (4) % (20) % U.S. & Canada (3) % — % 2 % (1) % (15) % — % (6) % (21) % EMEAI (4) — — (4) (17) — (9) (26) Asia Pacific (6) (1) — (7) (14) (2) (4) (20) Latin America (5) — (1) (6) (17) — 4 (13) Total (4) % — % — % (4) % (16) % — % (6) % (22) % 2024 Versus 2023 The Company reported net sales of $43.0 billion in 2024, down 4 percent from $44.6 billion in 2023, with local price down 4 percent, and volume and currency both flat.
  • Net sales decreased across all operating segments except Performance Materials & Coatings, and across all geographic regions.

and 1387 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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