DOW CHEMICAL CO /DE/

NOTE 4 –DIVESTITURES

Divestiture of Soil Fumigation Product Line

On May 1, 2025, the Company sold Telone TM, a soil fumigation product line, and certain related assets, to TriCal Soil Solutions, Inc. ("TriCal"), a distributor and applicator of soil fumigation products, for cash proceeds of $121 million, net of costs to sell and other transaction expenses and subject to customary post-closing adjustments. Under the sale and purchase agreement, Dow retained ownership of the related production assets, which are leased to TriCal as part of a toll manufacturing arrangement that directs the Company to manufacture and deliver certain products to TriCal. These asset leases are classified as operating leases. Dow and TriCal have also entered into a site services agreement related to certain services the Company will provide to TriCal at its site in Stade, Germany. Divested assets included property with a net book value of $5 million and goodwill of $10 million. The Company recognized a pretax gain of $103 million in the second quarter of 2025, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Industrial Intermediates & Infrastructure.

The Company evaluated the divestiture of its soil fumigation product line and determined the divestiture did not represent a strategic shift that had a major effect on the Company’s operations and financial results and did not qualify as an individually significant component of the Company. As a result, the divestiture is not reported as discontinued operations.

Divestiture of Investment in DowAksa

On June 2, 2025, the Company announced it entered into a definitive agreement to sell its ownership interest in DowAksa Advanced Composites Holdings BV ("DowAksa"), a nonconsolidated affiliate, to its joint venture partner, Aksa Akrilik Kimya Sanayii A.Ş., for approximately $125 million. The Company is targeting to close the transaction in the third quarter of 2025, subject to regulatory approval and other closing conditions, and expects to record a gain on the transaction.