DOW CHEMICAL CO /DE/
For the period ended Dec 31, 2025. Filed Feb 3, 2026.
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FY2025 · Filed Feb 3, 2026
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Stockholders' Equity
NOTE 17 –STOCKHOLDERS’ EQUITY
Common Stock
The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” Dow Inc. is the direct parent company of The Dow Chemical Company and its consolidated subsidiaries, ("TDCC" and together with Dow Inc., "Dow" or the "Company"), owning all of the outstanding common shares of TDCC.
The Company may issue shares of Dow Inc. common stock out of treasury stock or as new shares of common stock for options exercised and for the release of restricted stock units ("RSUs"), performance stock units ("PSUs"), the Employee Stock Purchase Plan ("ESPP") and the Employees' Savings Plan (the "Savings Plan"). Common stock shares issued to employees and non-employee directors was approximately 5.8 million in 2025 (5.9 million in 2024 and 6.9 million in 2023). See Note 20 for additional information on the Company's equity awards.
Retained Earnings
There are no significant restrictions limiting Dow Inc.’s ability to pay dividends. Dow Inc. declared dividends of $2.10 per share in 2025, and $2.80 per share in 2024 and 2023.
Undistributed earnings of nonconsolidated affiliates included in retained earnings was $798 million at December 31, 2025 and $758 million at December 31, 2024.
TDCC
TDCC's Board of Directors determines whether or not there will be a dividend distribution to Dow Inc. TDCC declared $1,491 million of dividends to Dow Inc. and paid $1,503 million of dividends to Dow Inc. in 2025 (declared $2,578 million and paid $2,485 million in 2024 and declared and paid $2,510 million in 2023).
Treasury Stock
On April 13, 2022, the Board approved a share repurchase program authorizing up to $3.0 billion for the repurchase of the Company's common stock, with no expiration date. The Company did not repurchase any of its common stock in 2025 ($494 million in 2024 and $625 million in 2023). Excise tax for repurchased shares waszero in 2025 (zero in 2024 and $2 million in 2023), and was included in treasury stock at cost. At December 31, 2025, $931 million of the share repurchase program authorization remained available for repurchases.
The Company issues treasury shares to satisfy its obligations to make matching contributions to plan participants under the Savings Plan. In addition, beginning on January 1, 2024, all eligible U.S. employees also received an automatic non-elective contribution of 4 percent of eligible compensation to their respective defined contribution plans. The Company issued 7.8 million treasury shares under its compensation and benefit plans in 2025,4.3 million in 2024 and 2.3 million in 2023.
Compensation expense for issued shares is recorded at the fair value of the shares on the date of issuance. Compensation expense reflected in income before income taxes for treasury shares issued was $219 million in 2025, $229 million in 2024 and $120 million in 2023.
The following table provides a reconciliation of Dow Inc. common stock activity for the years ended December 31, 2025, 2024 and 2023:
| Shares of Dow Inc. Common Stock | Issued | Held in Treasury |
|---|---|---|
| Balance at Jan 1, 2023 | 771,678,525 | 66,798,605 |
| Issued 1 | 6,916,989 | (2,347,747) |
| Repurchased | — | 11,851,223 |
| Balance at Jan 1, 2024 | 778,595,514 | 76,302,081 |
| Issued 1 | 5,876,425 | (4,304,574) |
| Repurchased | — | 8,861,638 |
| Balance at Jan 1, 2025 | 784,471,939 | 80,859,145 |
| Issued 1 | 5,815,626 | (7,793,993) |
| Balance at Dec 31, 2025 | 790,287,565 | 73,065,152 |
- Shares issued to employees and non-employee directors under the Company's equity compensation and defined contribution plans.
Accumulated Other Comprehensive Loss
The changes in each component of AOCL for the years ended December 31, 2025, 2024 and 2023 were as follows:
| Accumulated Other Comprehensive Loss | 2025 | 2024 | 2023 |
|---|---|---|---|
| In millions | |||
| Unrealized Gains (Losses) on Investments | |||
| Beginning balance | $(243) | $(253) | $(253) |
| Unrealized gains (losses) on investments | 97 | 39 | (6) |
| Tax (expense) benefit | (21) | (17) | 54 |
| Net unrealized gains (losses) on investments | 76 | 22 | 48 |
| (Gains) losses reclassified from AOCL to net income (loss) 1 | (8) | (15) | (63) |
| Tax expense (benefit) 2 | 2 | 3 | 15 |
| Net (gains) losses reclassified from AOCL to net income (loss) | (6) | (12) | (48) |
| Other comprehensive income (loss), net of tax | 70 | 10 | — |
| Ending balance | $(173) | $(243) | $(253) |
| Cumulative Translation Adjustment | |||
| Beginning balance | $(2,063) | $(1,891) | $(1,934) |
| Gains (losses) on foreign currency translation | 183 | (150) | 57 |
| Tax (expense) benefit | 58 | (2) | — |
| Net gains (losses) on foreign currency translation | 241 | (152) | 57 |
| (Gains) losses reclassified from AOCL to net income (loss) 3 | (38) | (20) | (14) |
| Other comprehensive income (loss), net of tax | 203 | (172) | 43 |
| Ending balance | $(1,860) | $(2,063) | $(1,891) |
| Pension and Other Postretirement Benefits | |||
| Beginning balance | $(5,720) | $(5,486) | $(4,877) |
| Gains (losses) arising during the period | (188) | (371) | (1,454) |
| Tax (expense) benefit | 38 | 77 | 349 |
| Net gains (losses) arising during the period | (150) | (294) | (1,105) |
| Amortization of net loss and prior service credits reclassified from AOCL to net income (loss) 4 | 444 | 76 | 648 |
| Tax expense (benefit) 2 | (103) | (16) | (152) |
| Net loss and prior service credits reclassified from AOCL to net income (loss) | 341 | 60 | 496 |
| Other comprehensive income (loss), net of tax | 191 | (234) | (609) |
| Ending balance | $(5,529) | $(5,720) | $(5,486) |
| Derivative Instruments | |||
| Beginning balance | $(84) | $(51) | $(75) |
| Gains (losses) on derivative instruments | (42) | (65) | (201) |
| Tax (expense) benefit | 2 | 22 | 30 |
| Net gains (losses) on derivative instruments | (40) | (43) | (171) |
| (Gains) losses reclassified from AOCL to net income (loss) 5 | 34 | 14 | 250 |
| Tax expense (benefit) 2 | (8) | (4) | (55) |
| Net (gains) losses reclassified from AOCL to net income (loss) | 26 | 10 | 195 |
| Other comprehensive income (loss), net of tax | (14) | (33) | 24 |
| Ending balance | $(98) | $(84) | $(51) |
| Total AOCL ending balance | $(7,660) | $(8,110) | $(7,681) |
Reclassified to "Net sales" and "Sundry income (expense) - net."
Reclassified to "Provision (credit) for income taxes."
Reclassified to "Sundry income (expense) - net."
These AOCL components are included in the computation of net periodic benefit cost (credit) of the Company's defined benefit pension and other postretirement benefit plans. See Note 19 for additional information.
Reclassified to "Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount."
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