STOCK TITAN

Dow (NYSE: DOW) posts Q1 2026 loss as sales and prices decline but cash flow strengthens

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dow Inc. reported weaker first-quarter 2026 results, with net sales of $9.8 billion, down 6% year-over-year, and a GAAP net loss of $445 million. Local prices fell 7% and volumes declined 2%, reflecting softer conditions across most operating segments.

Operating EBIT was $154 million, down $76 million, and operating EPS was a loss of $0.14 versus earnings of $0.02 a year ago, as lower prices and a larger Sadara-related equity loss weighed on results. Despite this, cash provided by operating activities from continuing operations rose sharply to $1.1 billion, supported by payment from NOVA Chemicals and working capital improvements, driving free cash flow of $621 million. Segment performance was mixed: Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure saw lower sales, while Performance Materials & Coatings delivered higher operating EBIT on modest volume growth and cost reductions.

Positive

  • None.

Negative

  • Profitability weakened: Q1 2026 GAAP net loss widened to $445 million and operating EPS turned to a $0.14 loss, driven by lower prices, Sadara-related equity losses and other significant items.

Insights

Dow’s Q1 shows margin and pricing pressure but strong cash generation.

Dow posted Q1 2026 net sales of $9.8 billion, down 6%, and a GAAP net loss of $445 million. Operating EBIT fell to $154 million as local prices dropped 7% and volume slipped 2%, particularly in Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure.

Results were heavily affected by significant items, including a $292 million Sadara guarantee liability adjustment and tax expense tied to the NOVA Chemicals legal matter, totaling $0.60 per share. Excluding these, operating EPS was a loss of $0.14, down from earnings of $0.02 the prior year.

Cash metrics were notably stronger. Cash provided by operating activities from continuing operations rose to $1.1 billion versus $104 million a year earlier, and free cash flow improved to $621 million. Management highlights cost reduction efforts and the "Transform to Outperform" program as drivers of lower fixed costs, especially in Performance Materials & Coatings, where operating EBIT increased to $117 million. Subsequent filings may provide more detail on how pricing actions and Middle East conflict impacts evolve through 2026.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales $9.79B Q1 2026, down 6% year-over-year
GAAP net loss $445M Q1 2026, vs $290M loss in Q1 2025
Operating EBIT $154M Q1 2026, down $76M vs prior year
GAAP loss per share $0.74 Q1 2026 diluted loss per share
Operating EPS ($0.14) Q1 2026 operating EPS vs $0.02 in Q1 2025
Operating cash flow $1.12B Cash from operating activities, continuing operations, Q1 2026
Free cash flow $621M Q1 2026, after $503M capital expenditures
P&SP segment net sales $4.92B Packaging & Specialty Plastics, Q1 2026, down 7% YoY
Operating EBIT financial
"Op. EBIT1 was $154 million, down $76 million year-over-year."
Operating EBIT is the profit a company earns from its regular business activities before paying interest and taxes, and typically excludes one-time gains or losses and income from investments. It acts like the engine’s steady horsepower, showing how well the core business runs on its own; investors use it to compare operational strength across firms, judge profitability trends, and support valuation or credit decisions.
Operating EBITDA financial
"Operating EBITDA 1 | $ | 873 | | $ | 944 | | $ | (71)"
Operating EBITDA is a measure of the cash profit a company generates from its core business activities, calculated by taking earnings and adding back interest, taxes, depreciation and amortization while excluding one‑time items and non‑operating income. For investors it acts like checking how much money a store makes from selling its products before financing, taxes and accounting charges, helping compare operational performance across companies and periods.
Free Cash Flow financial
"Free Cash Flow is defined as "Cash provided by (used for) operating activities - continuing operations," less capital expenditures."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Sadara guarantee liability financial
"Loss due to change in fair value of the estimated liability associated with the Company's guarantee of Sadara's project financing debt."
Transform to Outperform financial
"Transform to Outperform aims to radically simplify how we operate, reengineer our processes and cost structures and modernize how we serve our customers."
non-GAAP measures financial
"This earnings release includes information that does not conform to GAAP and are considered non-GAAP measures."
Financial results that companies present using formulas or adjustments different from standard accounting rules (GAAP) to highlight what management considers the business’s ongoing performance. Investors care because these figures can make trends or profitability look clearer—like showing a car’s fuel efficiency after removing unusual trips—but they can also hide one‑time costs or aggressive assumptions, so comparing them with GAAP numbers helps judge reliability.
Net sales $9.79B -6% YoY
GAAP net income (loss) ($445M) vs ($290M) prior year
Operating EBIT $154M down $76M YoY
GAAP EPS ($0.74) vs ($0.44) prior year
Operating EPS ($0.14) vs $0.02 prior year
Operating cash flow (cont. ops) $1.12B up from $104M prior year
false2026Q1000175178800017517882026-04-232026-04-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
April 23, 2026

DOWdiamond-red-RGB_8-19.jpg

Commission
File Number
Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
State or other Jurisdiction of
Incorporation
I.R.S. Employer
Identification No.
001-38646Dow Inc.Delaware30-1128146
2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Dow Inc.Common Stock, par value $0.01 per shareDOWNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2026, Dow Inc. issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, announcing results for the first quarter of 2026.

The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits. The exhibit listed on the Exhibit Index is incorporated herein by reference.

Exhibit No.Exhibit Description
99.1
Press release issued by Dow Inc. on April 23, 2026, announcing results for the first quarter of 2026.
104Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.




Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOW INC.

Date: April 23, 2026


/s/ ANDREA L. DOMINOWSKI
Andrea L. Dominowski
Controller and Vice President
of Controllers





dow-seek_vertxsmbrandlinea.jpg


Exhibit 99.1
April 23, 2026


Dow reports first quarter 2026 results

FINANCIAL HIGHLIGHTS
Net sales were $9.8 billion, down 6% year-over-year, reflecting flat sales in Performance Materials & Coatings and declines in the other operating segments.
Volume decreased 2% year-over-year, driven by declines in Industrial Intermediates & Infrastructure, which was impacted by the Middle East conflict. Gains in Packaging & Specialty Plastics from higher polyethylene volumes were more than offset by lower merchant olefins sales following the idling of a cracker in Europe, the Middle East, Africa and India (EMEAI) in mid-2025 and planned maintenance activity in the U.S. Gulf Coast.
Local price was down 7% versus the year-ago period.
The Company suspended Sadara equity loss recognition in the first quarter of 2026 in accordance with GAAP. The carrying value of all liabilities on the balance sheet reached total existing relevant obligations and commitments.
GAAP net loss was $445 million. Op. EBIT1 was $154 million, down $76 million year-over-year. This was primarily driven by lower prices, which were partly offset by tailwinds from the Company’s cost reduction program.
GAAP loss per share was $0.74; operating earnings per share (EPS)1 was a loss of $0.14, compared to earnings of $0.02 in the year-ago period. Op. EPS excludes significant items totaling $0.60 per share, driven by an adjustment to the Sadara guarantee liability and taxes associated with receipt of payment from NOVA Chemicals related to the Company’s ongoing litigation.
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.
Returns to shareholders totaled $252 million of dividends in the quarter.

CEO QUOTE
“In the first quarter, our results reflect the growing impact of Dow’s self-help actions. Additionally, the margin backdrop began to positively inflect in March following global supply constraints, as impacts from the conflict in the Middle East quickly became widespread,” said Jim Fitterling, Dow chair and CEO. “The strength of Dow’s advantaged portfolio is a clear differentiator, enabling us to win in our key end markets. Our unmatched Americas manufacturing footprint, leading European feedstock flexibility and agile global supply chains allow us to continue to innovate and serve our customers safely and reliably through all cycles and macroeconomic conditions. We also remain steadfast in our commitment to Transform to Outperform, which is already becoming a catalyst for growth, productivity and sustained value creation well into the future.”

SUMMARY FINANCIAL RESULTS
Three Months Ended Mar 31
In millions, except per share amounts1Q261Q25
vs. SQLY [B / (W)]
Net Sales$9,794 $10,431 $(637)
GAAP Income (Loss), Net of Tax$(445)$(290)$(155)
Operating EBIT1
$154 $230 $(76)
Operating EBITDA1
$873 $944 $(71)
GAAP Earnings (Loss) Per Share$(0.74)$(0.44)$(0.30)
Operating Earnings Per Share1
$(0.14)$0.02 $(0.16)
Cash Provided by (Used for) Operating Activities - Cont. Ops$1,124 $104 $1,020 

1.Op. Earnings Per Share, Op. EBIT, Op. EBIT Margin and Op. EBITDA, Free Cash Flow and Cash Flow Conversion are non-GAAP measures. See page 6 for further discussion.
®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
    1


Dow reports first quarter 2026 results

SEGMENT HIGHLIGHTS
Packaging & Specialty Plastics
Three Months Ended Mar 31
In millions1Q261Q25
vs. SQLY
[B / (W)]
Net Sales$4,919 $5,310 $(391)
Operating EBIT$208 $342 $(134)

Packaging & Specialty Plastics segment net sales in the quarter were $4.9 billion, down 7% versus the year-ago period. Local price decreased 9% year-over-year, primarily driven by lower polyethylene prices. Currency increased net sales by 3%. Volume decreased 1% year-over-year as higher polyethylene volumes in all regions were offset by lower merchant olefins sales and lower licensing revenue.

Op. EBIT was $208 million, a decrease of $134 million compared to the year-ago period, driven by lower integrated margins and higher planned maintenance activity, partly offset by higher polyethylene volumes that were enabled by our new polyethylene unit in Freeport, Texas and tailwinds from the Company’s cost reduction program.

Packaging and Specialty Plastics business reported a net sales decrease versus the year-ago period, as lower polyethylene prices and lower licensing revenue were partly offset by higher volume in resilient flexible packaging applications.

Hydrocarbons & Energy business reported a net sales decrease year-over-year, driven by lower merchant olefins sales due to planned maintenance activity in the U.S. Gulf Coast and the idling of a cracker in EMEAI in mid-2025.

Industrial Intermediates & Infrastructure
Three Months Ended Mar 31
In millions1Q261Q25
vs. SQLY
[B / (W)]
Net Sales$2,626 $2,855 $(229)
Operating EBIT$(118)$(128)$10 

Industrial Intermediates & Infrastructure segment net sales were $2.6 billion, down 8% versus the year-ago period. Local price declined 8% year-over-year, reflecting declines in both businesses. Currency increased net sales by 4%. Volume decreased 4% year-over-year, primarily driven by lower volumes in Polyurethanes & Construction Chemicals, including impacts from the Middle East conflict.

Op. EBIT increased $10 million versus the year-ago period, driven by lower planned maintenance activity, the suspension of the recognition of equity losses from Sadara, and tailwinds from the Company’s cost reduction program, which were partly offset by lower prices.

Polyurethanes & Construction Chemicals business reported a decrease in net sales compared to the year-ago period, primarily driven by local price, along with lower volumes from the shutdown of our higher-cost upstream propylene oxide unit in the U.S. Gulf Coast in late 2025, and the Middle East conflict.

Industrial Solutions business reported a decrease in net sales compared to the year-ago period, as higher volumes from recent alkoxylation investments and increased demand for data center applications were more than offset by lower local prices and lower licensing revenue.
    2


Dow reports first quarter 2026 results

Performance Materials & Coatings
Three Months Ended Mar 31
In millions1Q261Q25
vs. SQLY
[B / (W)]
Net Sales$2,080 $2,071 $
Operating EBIT$117 $49 $68 

Performance Materials & Coatings segment net sales in the quarter were $2.1 billion, flat versus the year-ago period. Local price decreased 4% year-over-year, driven by a decline in Coatings & Performance Monomers. Currency increased net sales by 2%. Volume increased 2% year-over-year, driven by higher volumes in both businesses, led by growth in downstream silicones and acrylic monomers.

Op. EBIT was $117 million, an increase of $68 million versus the year-ago period. This was driven primarily by volume gains across both businesses and lower fixed costs, including lower planned maintenance activity and tailwinds from the Company’s cost reduction program, which were partly offset by lower price.

Consumer Solutions business reported an increase in net sales versus the year-ago period, driven by currency tailwinds and volume gains in downstream silicones, led by gains in electronics applications globally and home and personal care applications in the U.S. & Canada, which were partially offset by lower local prices.

Coatings & Performance Monomers business reported a decrease in net sales compared to the year-ago period, as lower prices were partly offset by higher acrylic monomers volume, primarily in the U.S. & Canada.

OUTLOOK
“We are already seeing rapid positive momentum from our announced pricing actions in every business and every region, as well as constructive impacts to our operating rates,” said Fitterling. “We are leveraging Dow’s purpose-built asset footprint, well-established supply chain routes and leading asset reliability to prioritize our customers and navigate the conflict in the Middle East. At the same time, our teams remain focused on capturing growth in attractive markets while delivering cost savings and cash support. Transform to Outperform aims to radically simplify how we operate, reengineer our processes and cost structures and modernize how we serve our customers. These collective actions position the Company for improved growth and productivity, expanded margins, and higher shareholder returns across the cycle.”

Conference Call
Dow will host a live webcast of its quarterly earnings conference call with investors to discuss its results, business outlook and other matters today at 8:00 a.m. ET. The webcast and slide presentation that accompany the conference call will be posted on the events and presentations page of investors.dow.com.

About Dow
Dow (NYSE: 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. Our global breadth, asset integration and scale, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com.

###

For further information, please contact:

Investors:Media:
Andrew RikerSarah Young
ajriker@dow.comsyoung3@dow.com
    3


Dow reports first quarter 2026 results

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any supply chain, operational or other disruptions, sanctions, export restrictions, or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; Dow’s ability to realize expected benefits from Transform to Outperform on the contemplated timeframe; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions, tariffs and trade policies, or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business, logistics, and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company's subsequent reports filed with the U.S. Securities and Exchange Commission. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

®TM Trademark of The Dow Chemical Company or an affiliated company of Dow
    4


Non-GAAP Financial Measures
This earnings release includes information that does not conform to GAAP and are considered non-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company's segments, including allocating resources. Dow's management believes that these non-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. These non-GAAP measures supplement the Company's GAAP disclosures and should not be viewed as alternatives to GAAP measures of performance. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Non-GAAP measures included in this release are defined below. Reconciliations for these non-GAAP measures to GAAP are provided in the Selected Financial Information and Non-GAAP Measures section starting on page 11. Dow does not provide forward-looking GAAP financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most comparable GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the ultimate outcome of pending litigation, unusual gains and losses, foreign currency exchange gains or losses and potential future asset impairments, as well as discrete taxable events, without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP results for the guidance period.

Operating Earnings Per Share is defined as "Loss per common share - diluted" excluding the after-tax impact of significant items.

Operating EBIT is defined as earnings (i.e., "Loss before income taxes") before interest, excluding the impact of significant items.

Operating EBIT Margin is defined as Operating EBIT as a percentage of net sales.

Operating EBITDA is defined as earnings (i.e., "Loss before income taxes") before interest, depreciation and amortization, excluding the impact of significant items.

Free Cash Flow is defined as "Cash provided by (used for) operating activities - continuing operations," less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by the Company from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free Cash Flow is an integral financial measure used in the Company's financial planning process.

Cash Flow Conversion is defined as "Cash provided by (used for) operating activities - continuing operations," divided by Operating EBITDA. Management believes Cash Flow Conversion is an important financial metric as it helps the Company determine how efficiently it is converting its earnings into cash flow.

Operating Return on Capital (ROC) is defined as net operating profit after tax, excluding the impact of significant items, divided by total average capital, also referred to as ROIC.


5

Dow Inc. and Subsidiaries
Consolidated Statements of Income
In millions, except per share amounts (Unaudited)Three Months Ended
Mar 31, 2026Mar 31, 2025
Net sales$9,794 $10,431 
Cost of sales9,154 9,760 
Research and development expenses181 200 
Selling, general and administrative expenses417 366 
Amortization of intangibles46 76 
Restructuring and asset related charges - net27 208 
Equity in losses of nonconsolidated affiliates(303)(20)
Sundry income (expense) - net121 13 
Interest income42 28 
Interest expense and amortization of debt discount219 216 
Loss before income taxes(390)(374)
Provision (credit) for income taxes55 (84)
Net loss(445)(290)
Net income attributable to noncontrolling interests88 17 
Net loss available for Dow Inc. common stockholders$(533)$(307)
Per common share data:
Loss per common share - basic$(0.74)$(0.44)
Loss per common share - diluted$(0.74)$(0.44)
Weighted-average common shares outstanding - basic721.2 706.9 
Weighted-average common shares outstanding - diluted721.2 706.9 


6

Dow Inc. and Subsidiaries
Consolidated Balance Sheets

In millions, except share amounts (Unaudited)
Mar 31,
2026
Dec 31,
2025
Assets
Current Assets
Cash and cash equivalents (variable interest entities restricted - 2026: $259; 2025: $31)$4,110 $3,816 
Accounts and notes receivable:
Trade (net of allowance for doubtful receivables - 2026: $63; 2025: $59)5,185 4,762 
Other2,224 1,876 
Inventories6,775 6,595 
Other current assets1,175 1,013 
Total current assets (variable interest entities restricted - 2026: $465; 2025: $228)19,469 18,062 
Investments
Investment in nonconsolidated affiliates1,138 1,264 
Other investments (investments carried at fair value - 2026: $2,236; 2025: $2,212)3,008 3,017 
Noncurrent receivables444 309 
Total investments4,590 4,590 
Property
Property66,017 65,863 
Less: Accumulated depreciation43,909 43,613 
Net property (variable interest entities restricted - 2026: $2,362; 2025: $2,385)22,108 22,250 
Other Assets
Goodwill7,947 7,978 
Other intangible assets (net of accumulated amortization - 2026: $5,770; 2025: $5,727)1,426 1,486 
Operating lease right-of-use assets1,426 1,356 
Deferred income tax assets1,525 1,511 
Deferred charges and other assets1,289 1,305 
Total other assets (variable interest entities restricted - 2026: $220; 2025: $226)13,613 13,636 
Total Assets$59,780 $58,538 
Liabilities and Equity
Current Liabilities
Notes payable$88 $90 
Long-term debt due within one year793 222 
Accounts payable:
Trade4,769 4,151 
Other1,392 1,394 
Operating lease liabilities - current348 340 
Income taxes payable344 337 
Accrued and other current liabilities2,802 2,649 
Total current liabilities (variable interest entities nonrecourse - 2026: $451; 2025: $438)10,536 9,183 
Long-Term Debt (variable interest entities nonrecourse - 2026: $184; 2025: $190)17,254 17,849 
Other Noncurrent Liabilities
Deferred income tax liabilities348 364 
Pension and other postretirement benefits - noncurrent4,542 4,694 
Asbestos-related liabilities - noncurrent602 628 
Operating lease liabilities - noncurrent1,146 1,097 
Other noncurrent obligations8,589 7,201 
Total other noncurrent liabilities (variable interest entities nonrecourse - 2026: $350; 2025: $364)15,227 13,984 
Stockholders’ Equity
Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2026: 791,896,099 shares; 2025: 790,287,565 shares)
Additional paid-in capital11,062 11,112 
Retained earnings15,992 16,781 
Accumulated other comprehensive loss(7,698)(7,660)
Treasury stock at cost (2026: 71,154,661 shares; 2025: 73,065,152 shares)(4,115)(4,233)
Dow Inc.’s stockholders’ equity15,249 16,008 
Noncontrolling interests1,514 1,514 
Total equity16,763 17,522 
Total Liabilities and Equity$59,780 $58,538 

7

Dow Inc. and Subsidiaries
Consolidated Statements of Cash Flows

In millions (Unaudited)Three Months Ended
Mar 31,
2026
Mar 31,
2025
Operating Activities
Net loss$(445)$(290)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization719 714 
Credit for deferred income tax(48)(177)
Earnings of nonconsolidated affiliates less than dividends received502 133 
Net periodic pension benefit credit(8)(26)
Pension contributions(41)(31)
Net gain on sales of assets, businesses and investments(4)(2)
Restructuring and asset related charges - net27 208 
Other net (gain) loss(14)185 
Changes in assets and liabilities, net of effects of acquired and divested companies:
Accounts and notes receivable(531)(301)
Inventories(180)(221)
Accounts payable551 38 
Other assets and liabilities, net596 (126)
Cash provided by operating activities - continuing operations1,124 104 
Cash provided by (used for) operating activities - discontinued operations— (13)
Cash provided by operating activities1,124 91 
Investing Activities
Capital expenditures(503)(685)
Proceeds from incentives related to capital expenditures40 — 
Cash flow hedging related to capital expenditures— 
Investment in gas field developments(21)(30)
Proceeds from sales of property, businesses and consolidated companies, net of cash divested
Investments in and loans to nonconsolidated affiliates— (3)
Purchases of investments(331)(104)
Proceeds from sales and maturities of investments319 416 
Other investing activities, net41 
Cash used for investing activities(448)(401)
Financing Activities
Changes in short-term notes payable— (1)
Proceeds from issuance of short-term debt greater than three months11 
Payments on short-term debt greater than three months(4)(6)
Proceeds from issuance of long-term debt52 1,013 
Payments on long-term debt(46)(957)
Collections on securitization programs, net of remittances— 15 
Transaction financing, debt issuance and other costs(1)(64)
Employee taxes paid for share-based payment arrangements(14)(16)
Distributions to noncontrolling interests(59)(22)
Dividends paid to stockholders(252)(494)
Cash used for financing activities(320)(521)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(73)123 
Summary
Increase (decrease) in cash, cash equivalents and restricted cash283 (708)
Cash, cash equivalents and restricted cash at beginning of period3,952 2,263 
Cash, cash equivalents and restricted cash at end of period$4,235 $1,555 
Less: Restricted cash and cash equivalents, included in "Other current assets"125 90 
Cash and cash equivalents at end of period$4,110 $1,465 
8

Dow Inc. and Subsidiaries
Net Sales by Segment and Geographic Region
Net Sales by SegmentThree Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Packaging & Specialty Plastics$4,919 $5,310 
Industrial Intermediates & Infrastructure2,626 2,855 
Performance Materials & Coatings2,080 2,071 
Corporate169 195 
Total$9,794 $10,431 
U.S. & Canada$3,796 $4,227 
EMEAI 1
3,184 3,274 
Asia Pacific1,738 1,858 
Latin America1,076 1,072 
Total$9,794 $10,431 

Net Sales Variance by Segment and Geographic Region
Three Months Ended Mar 31,2026
Local Price & Product MixCurrencyVolumeTotal
Percent change from prior year
Packaging & Specialty Plastics(9)%%(1)%(7)%
Industrial Intermediates & Infrastructure(8)(4)(8)
Performance Materials & Coatings(4)— 
Total(7)%%(2)%(6)%
Total, excluding the Hydrocarbons & Energy business(7)%%— %(4)%
U.S. & Canada(6)%— %(4)%(10)%
EMEAI 1
(9)(2)(3)
Asia Pacific(8)— (6)
Latin America(9)— — 
Total (7)%%(2)%(6)%
1.Europe, Middle East, Africa and India.

9

Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Operating EBIT by SegmentThree Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Packaging & Specialty Plastics$208 $342 
Industrial Intermediates & Infrastructure(118)(128)
Performance Materials & Coatings117 49 
Corporate(53)(33)
Total$154 $230 
Depreciation and Amortization by SegmentThree Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Packaging & Specialty Plastics$382 $360 
Industrial Intermediates & Infrastructure148 146 
Performance Materials & Coatings181 200 
Corporate
Total$719 $714 
Operating EBITDA by SegmentThree Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Packaging & Specialty Plastics$590 $702 
Industrial Intermediates & Infrastructure30 18 
Performance Materials & Coatings298 249 
Corporate(45)(25)
Total$873 $944 
Equity in Losses of Nonconsolidated Affiliates by SegmentThree Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Packaging & Specialty Plastics 1
$(63)$39 
Industrial Intermediates & Infrastructure 1
(242)(58)
Performance Materials & Coatings— 
Corporate(1)
Total$(303)$(20)
Reconciliation of "Net loss" to "Operating EBIT"Three Months Ended
In millions (Unaudited)Mar 31, 2026Mar 31, 2025
Net loss$(445)$(290)
+ Provision (credit) for income taxes55 (84)
Loss before income taxes $(390)$(374)
- Interest income42 28 
+ Interest expense and amortization of debt discount219 216 
- Significant items (367)(416)
Operating EBIT (non-GAAP)$154 $230 

1.Packaging & Specialty Plastics and Industrial Intermediates & Infrastructure include losses of $81 million and $211 million, respectively, related to the Sadara guarantee liability adjustment, a significant item.
10

Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Significant Items Impacting Results for the Three Months Ended Mar 31, 2026
In millions, except per share amounts (Unaudited)
Pretax 1
Net income (loss) 2
EPS 3
Income Statement Classification
Reported results$(390)$(533)$(0.74)
Less: Significant items
Transform to Outperform 4
(80)(63)(0.09)SG&A ($53 million); Restructuring and asset related charges - net ($27 million)
2025 Restructuring implementation costs 5
(21)(17)(0.02)
Cost of sales ($20 million);
SG&A ($1 million)
Sadara guarantee liability adjustment 6
(292)(227)(0.31)Equity in losses of nonconsolidated affiliates
Litigation related charges, awards and adjustments 7
26 21 0.03 Sundry income (expense) - net
Income tax related items 8
— (150)(0.21)Provision for income taxes
Total significant items$(367)$(436)$(0.60)
Operating results (non-GAAP)$(23)$(97)$(0.14)

Significant Items Impacting Results for the Three Months Ended Mar 31, 2025
In millions, except per share amounts (Unaudited)
Pretax 1
Net income (loss) 2
EPS 3
Income Statement Classification
Reported results $(374)$(307)$(0.44)
Less: Significant items
Restructuring, implementation and efficiency costs, and asset related charges - net 9
(51)(39)(0.05)
Cost of sales ($44 million);
R&D ($1 million); SG&A ($4 million); Restructuring and asset related charges - net ($1 million); Sundry income (expense) - net ($1 million)
2025 Restructuring Program 10
(207)(161)(0.23)Restructuring and asset related charges - net
Loss on early extinguishment of debt(60)(48)(0.07)Sundry income (expense) - net
Indemnification and other transaction related costs 11
(98)(76)(0.11)Cost of Sales
Total significant items$(416)$(324)$(0.46)
Operating results (non-GAAP)$42 $17 $0.02 
1."Loss before income taxes."
2."Net loss available for Dow Inc. common stockholders." The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
3."Losses per common share - diluted," which includes the impact of participating securities in accordance with the two-class method.
4.Costs to achieve and severance and related benefit costs associated with Transform to Outperform.
5.Implementation costs associated with the Company's 2025 Restructuring Program.
6.Loss due to change in fair value of the estimated liability associated with the Company's guarantee of Sadara's project financing debt.
7.Related to a gain associated with a legal matter with Nova Chemicals Corporation ("Nova").
8.Related to tax expense associated with the legal matter with Nova.
9.Restructuring charges and implementation and efficiency costs associated with the Company's 2023 Restructuring Program and impairment charges related to the write-down of certain manufacturing assets, partly offset by an asset related credit adjustment.
10.Severance and related benefit costs associated with the Company's 2025 Restructuring Program.
11.Includes a charge related to an arbitration settlement agreement for historical product claims from a divested business.




11

Dow Inc. and Subsidiaries
Selected Financial Information and Non-GAAP Measures

Reconciliation of Free Cash Flow
Three Months Ended
In millions (Unaudited)
Mar 31, 2026Mar 31, 2025
Cash provided by operating activities - continuing operations (GAAP)$1,124 $104 
Capital expenditures(503)(685)
Free Cash Flow (non-GAAP)$621 $(581)

Reconciliation of Cash Flow Conversion
Three Months Ended
In millions (Unaudited)
Jun 30, 2025Sep 30, 2025Dec 31, 2025Mar 31, 2026
Cash provided by (used for) operating activities - continuing operations (GAAP)$(470)$1,130 $298 $1,124 
Net income (loss) (GAAP)$(801)$124 $(1,477)$(445)
Cash flow from operations to net income (GAAP) 1
N/A911.3%N/AN/A
Cash flow from operations to net income - trailing twelve months (GAAP) 2
N/A
Operating EBITDA (non-GAAP)$703 $868 $741 $873 
Cash Flow Conversion (Cash flow from operations to Operating EBITDA) (non-GAAP)(66.9)%130.2 %40.2 %128.8 %
Cash Flow Conversion - trailing twelve months (non-GAAP)65.4 %
1.Cash flow from operations to net income is not applicable for the second quarter and fourth quarter of 2025, and first quarter of 2026 due to a net loss for the period.
2.Cash flow from operations to net income - trailing twelve months is not applicable due to a net loss for the trailing twelve months period.

12

FAQ

How did Dow (DOW) perform financially in the first quarter of 2026?

Dow reported Q1 2026 net sales of $9.8 billion, down 6% year-over-year, and a GAAP net loss of $445 million. Operating EBIT was $154 million, and operating earnings per share were a loss of $0.14, excluding significant items totaling $0.60 per share.

What drove Dow’s GAAP loss and non-GAAP operating EPS in Q1 2026?

Dow’s GAAP loss and non-GAAP operating EPS were pressured by lower prices and significant items. These included a $292 million Sadara guarantee liability adjustment and tax expense related to a NOVA Chemicals legal matter, totaling $0.60 per share, turning operating EPS to a $0.14 loss.

How strong was Dow’s cash flow in Q1 2026?

Dow generated $1.1 billion of cash from operating activities from continuing operations in Q1 2026, up sharply from $104 million a year earlier. Free cash flow reached $621 million, supported by payment from NOVA Chemicals and working capital improvements, despite weaker earnings.

Which Dow business segments performed best in Q1 2026?

Performance Materials & Coatings was the relative bright spot, with operating EBIT rising to $117 million from $49 million. Volume grew 2% on stronger downstream silicones and acrylic monomers, while lower fixed costs and maintenance helped offset price declines in Coatings & Performance Monomers.

How did the Middle East conflict affect Dow’s Q1 2026 results?

The Middle East conflict negatively affected Dow’s Industrial Intermediates & Infrastructure segment, contributing to a 4% volume decline. Polyurethanes & Construction Chemicals were particularly impacted, alongside shutdown of a higher-cost propylene oxide unit, weighing on sales despite a modest improvement in segment operating EBIT.

What is Dow’s Transform to Outperform program mentioned in Q1 2026?

Transform to Outperform is Dow’s multi-year initiative to simplify operations, reengineer cost structures and modernize customer service. In Q1 2026 it contributed to lower fixed costs and supported operating EBIT, especially in Performance Materials & Coatings, though related costs were included as significant items in non-GAAP reconciliations.

Filing Exhibits & Attachments

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