DOW CHEMICAL CO /DE/

NOTE 12 –GOODWILL AND OTHER INTANGIBLE ASSETS

The following table shows changes in the carrying amounts of goodwill by reportable segment for the years ended December 31, 2025 and 2024:

The Company has six reporting units in total: Coatings & Performance Monomers, Consumer Solutions, Hydrocarbons & Energy, Industrial Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals. At December 31, 2025, goodwill was carried by all reporting units except Coatings & Performance Monomers and Polyurethanes & Construction Chemicals.

Goodwill Impairments

The carrying amounts of goodwill at December 31, 2025, were net of accumulated impairments of $999 million in Industrial Intermediates & Infrastructure ($309 million at December 31, 2024) and $2,530 million in Performance Materials & Coatings ($2,530 million at December 31, 2024).

Goodwill Impairment Testing

In the second quarter of 2025, the Company identified potential indicators of goodwill impairment due to announced restructuring actions and ongoing macroeconomic challenges. As a result, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount. This assessment indicated that the Consumer Solutions reporting unit, part of the Performance Materials & Coatings segment, required an interim quantitative goodwill impairment test as of June 30, 2025. The test concluded that no goodwill impairment existed, as the fair value of the Consumer Solutions reporting unit exceeded its carrying value. Fair value was estimated using a discounted cash flow model that incorporated current market conditions and the anticipated effects of the restructuring actions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

In the third quarter of 2025, as a result of continued macroeconomic challenges, the Company evaluated whether the fair value of any reporting unit may be less than its carrying amount. This assessment indicated that the Packaging and Specialty Plastics reporting unit, part of the Packaging & Specialty Plastics segment, required an interim quantitative goodwill impairment test as of September 30, 2025. The test concluded that no goodwill impairment existed, as the fair value of the Packaging and Specialty Plastics reporting unit exceeded its carrying value. Fair value was estimated using a discounted cash flow model that incorporated current market conditions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts.

The Company performs an impairment test of goodwill annually in the fourth quarter. In 2025, the Company performed qualitative assessments for all reporting units that carried goodwill as part of its annual impairment testing performed in the fourth quarter. Based on the results of the qualitative testing, the Company performed quantitative testing forone reporting unit in 2025 (one in 2024 andnone in 2023). The qualitative assessments on the remaining reporting units indicated that it was more likely than not that the carrying value was less than the fair value for the reporting units.

Quantitative testing was performed on the Polyurethanes & Construction Chemicals reporting unit in the fourth quarter of 2024. The fair value of the reporting unit was estimated using a discounted cash flow model based on facts and circumstances in place at that time, including the reporting unit’s financial performance, market conditions and projected future cash flows. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts. The resulting fair value of the reporting unit exceeded its carrying value and the Company concluded that no goodwill impairment existed.

Quantitative testing was performed on the Polyurethanes & Construction Chemicals reporting unit in the fourth quarter of 2025, and the Company determined the reporting unit was impaired. During 2025, the reporting unit did not consistently meet expected financial performance targets, primarily due to significant over supply in the industry, which led to volume reductions and compressed margins for products across the portfolio due to changes in customer buying patterns and supply and demand balances. As a result of these trends and third-party market data, which now project sustained pressure on pricing and volume, and a more moderate growth outlook, the reporting unit reduced its future revenue and profitability projections. The fair value of the reporting unit was estimated using a discounted cash flow model that incorporated current market conditions and reflected reductions in projected revenue growth rates due to lower sales volume and price assumptions. Key assumptions included projected revenue growth, discount rate, tax rate, terminal value, currency exchange rates, and long-term raw material and energy price forecasts. These discounted cash flows did not support the carrying value of the reporting unit. As a result, the Company recorded a goodwill impairment charge of $690 million in the fourth quarter of 2025, included in “Restructuring, goodwill impairment and asset related charges - net” in the consolidated statements of income, related to Industrial Intermediates & Infrastructure. The carrying value of the Polyurethanes & Construction

Chemicals reporting unit's goodwill waszero at December 31, 2025. No other goodwill impairments were identified as a result of the 2025 testing.

The Company continues to monitor key factors that could impact the fair value of its reporting units, including changes in macroeconomic conditions or industry-specific trends, deterioration in financial performance, increases in market interest rates or adverse changes in regulatory or competitive environments. If these or other adverse events occur, it may be necessary to perform additional impairment testing, which could result in a future goodwill impairment charge.

Other Intangible Assets

The following table provides information regarding the Company’s other intangible assets:

The following table provides information regarding amortization expense related to intangible assets:

Total estimated amortization expense for the next five fiscal years, including amounts expected to be capitalized, is as follows: