DOW CHEMICAL CO /DE/

To the Stockholders and the Board of Directors of Dow Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dow Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria establishedin Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 3, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements

The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations. The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision. When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination. The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be realized. The Company establishes a liability for unrecognized tax benefits that do not meet this threshold. The evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant judgment related to the identified position. The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2025 was $509 million and $334 million, respectively.

Because of the complexity of tax laws, regulations, and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists.

Our audit procedures related to uncertain tax positions included the following, among others:

•We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities.

•We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following:

–Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

–Identifying key judgments underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

–Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

–Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data.

–Evaluating matters raised by taxing authorities in former and ongoing tax audits.

–Assessing changes and interpretation of applicable tax law.

Goodwill – Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals Reporting Units — Refer to Notes 1 and 12 to the financial statements

The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. When performing a quantitative test, the Company utilizes a discounted cash flow methodology to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA margin. Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

Throughout 2025, the Company faced challenging market conditions from the broader macroeconomic downturn. Amid continued downturn in the chemical markets, the Company experienced decreased demand and margin compression resulting from lower prices. As a result of the ongoing macroeconomic conditions and announced restructuring actions, the Company identified potential indicators of goodwill impairment for the Consumer Solutions reporting unit (within the Performance Materials & Coatings segment) and Packaging and Specialty Plastics reporting unit (within the Packaging & Specialty Plastics segment). The Company performed interim impairment tests during the year for these reporting units. In each instance, the discounted cash flow analysis indicated that the fair value of the respective reporting units exceeded their carrying values. Therefore, no impairment charges were recorded during 2025 for these reporting units. Further, as of October 1, 2025, the Company’s annual testing date for the goodwill balance, the Company performed a quantitative test for the Polyurethanes & Construction Chemicals reporting unit (within the Industrial Intermediates & Infrastructure segment). Using a discounted cash flow model, management concluded fair value was below carrying value and recorded an impairment charge for the full amount of allocated goodwill for the reporting unit of $690 million in 2025 (limited to allocated goodwill).

Given the significant judgments made by management to estimate the fair value of the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

Our audit procedures related to management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin for the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units included the following, among others:

•We tested the effectiveness of internal controls over the goodwill impairment evaluation, including controls over the selection of the discount rates and over forecasts of future revenue growth rates, EBITDA, and EBITDA margin.

•We evaluated management’s determination and evaluation of triggering events.

•We evaluated the consistency of estimates and assumptions relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting units to those used by management in other annual forecasting activities.

•We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to:

–Historical revenues and operating margins.

–Internal communications to management and the Board of Directors.

–Forecasted information included in Company press releases as well as in analyst and industry reports for the Company.

•With the assistance of our fair value specialists, we performed a benchmarking exercise comparing management’s estimates and assumptions related to revenue growth, EBITDA and EBITDA margin for the reporting units to the revenue growth, EBITDA and EBITDA margins of a peer group of public companies.

•With the assistance of our fair value specialists, we evaluated (1) the valuation methodology used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing a range of independent estimates and comparing those to the rates selected by management.

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

February 3, 2026

We have served as the Company's auditor since 1905.

To the Stockholder and the Board of Directors of The Dow Chemical Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Dow Chemical Company and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2025, based on criteria establishedin Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 3, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Uncertain Tax Positions — Refer to Notes 1 and 7 to the financial statements

The Company has a complex legal structure involving numerous domestic and foreign locations with constantly changing tax laws, regulations, and legal interpretations. The Company’s management is required to interpret and apply these tax laws and regulations in determining the amount of its income tax liability and provision. When an uncertain tax position is identified by management, the Company must evaluate if it is more likely than not, based on the technical merits, that the uncertain tax position will be sustained upon examination. The Company recognizes a benefit for tax positions using the highest cumulative tax benefit that is more likely than not to be realized. The Company establishes a liability for unrecognized tax benefits that do not meet this threshold. The evaluation of each uncertain tax position requires management to apply specialized skill, knowledge, and significant judgment related to the identified position. The Company’s liability for unrecognized tax benefits and related accrued interest and penalties as of December 31, 2025 was $509 million and $334 million, respectively.

Because of the complexity of tax laws, regulations, and legal interpretations relevant to numerous taxing jurisdictions in which the Company operates, auditing uncertain tax positions and the determination of whether the more likely than not threshold was met requires a high degree of auditor judgment and increased extent of effort, including the involvement of our income tax specialists.

Our audit procedures related to uncertain tax positions included the following, among others:

•We tested the effectiveness of internal controls over income taxes, including those over identifying uncertain tax positions and measuring liabilities.

•We evaluated, with the assistance of our income tax specialists, the Company’s uncertain tax positions by performing the following:

–Obtaining Company and third-party opinions or memoranda regarding the uncertain tax positions.

–Identifying key judgments underlying the Company’s position and evaluating whether the conclusions are consistent with our interpretation of the relevant laws and regulations.

–Evaluating the Company’s method of measuring its liability for unrecognized tax benefits, including underlying data and assumptions.

–Evaluating the basis for certain intercompany transactions, such as transfer pricing, by comparison to economic studies performed by management and third-party data.

–Evaluating matters raised by taxing authorities in former and ongoing tax audits.

–Assessing changes and interpretation of applicable tax law.

Goodwill – Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals Reporting Units — Refer to Notes 1 and 12 to the financial statements

The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit has declined below its carrying value. When performing a quantitative test, the Company utilizes a discounted cash flow methodology to calculate the fair value of its reporting units, which requires management to make significant estimates and assumptions related to projected revenue growth rates, discount rates, and earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA margin. Changes in these assumptions could have a significant impact on the fair value of the reporting unit and the amount of any goodwill impairment charge.

Throughout 2025, the Company faced challenging market conditions from the broader macroeconomic downturn. Amid continued downturn in the chemical markets, the Company experienced decreased demand and margin compression resulting from lower prices. As a result of the ongoing macroeconomic conditions and announced restructuring actions, the Company identified potential indicators of goodwill impairment for the Consumer Solutions reporting unit (within the Performance Materials & Coatings segment) and Packaging and Specialty Plastics reporting unit (within the Packaging & Specialty Plastics segment). The Company performed interim impairment tests during the year for these reporting units. In each instance, the discounted cash flow analysis indicated that the fair value of the respective reporting units exceeded their carrying values. Therefore, no impairment charges were recorded during 2025 for these reporting units. Further, as of October 1, 2025, the Company’s annual testing date for the goodwill balance, the Company performed a quantitative test for the Polyurethanes & Construction Chemicals reporting unit (within the Industrial Intermediates & Infrastructure segment). Using a discounted cash flow model, management concluded fair value was below carrying value and recorded an impairment charge for the full amount of allocated goodwill for the reporting unit of $690 million in 2025 (limited to allocated goodwill).

Given the significant judgments made by management to estimate the fair value of the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

Our audit procedures related to management’s estimates and assumptions related to projected revenue growth rates, discount rates, EBITDA and EBITDA margin for the Consumer Solutions, Packaging and Specialty Plastics and Polyurethanes & Construction Chemicals reporting units included the following, among others:

•We tested the effectiveness of internal controls over the goodwill impairment evaluation, including controls over the selection of the discount rates and over forecasts of future revenue growth rates, EBITDA, and EBITDA margin.

•We evaluated management’s determination and evaluation of triggering events.

•We evaluated the consistency of estimates and assumptions relating to revenue and EBITDA growth inherent in the discounted cash flow model for the reporting units to those used by management in other annual forecasting activities.

•We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to:

–Historical revenues and operating margins.

–Internal communications to management and the Board of Directors.

–Forecasted information included in Company press releases as well as in analyst and industry reports for the Company.

•With the assistance of our fair value specialists, we performed a benchmarking exercise comparing management’s estimates and assumptions related to revenue growth, EBITDA and EBITDA margin for the reporting units to the revenue growth, EBITDA and EBITDA margins of a peer group of public companies.

•With the assistance of our fair value specialists, we evaluated (1) the valuation methodology used and (2) the projections of long-term revenue growth and the discount rates by testing the underlying source information, and by developing a range of independent estimates and comparing those to the rates selected by management.

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

February 3, 2026

We have served as the Company's auditor since 1905.