DOW CHEMICAL CO /DE/

No material developments regarding this matter occurred in the first three months of 2026. For a current status of this matter, see Note 11 to the Consolidated Financial Statements.

Securities Litigation

On August 29, 2025, a putative securities class action was filed in the U.S. District Court for the Eastern District of Michigan alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On March 31, 2026, an amended complaint was filed naming the Company, its Chief Executive Officer, and its Chief Financial Officer as defendants. The amended complaint alleges that the defendants made false and misleading statements regarding the Company’s ability to sustain its dividend, which allegedly caused the Company’s securities to trade at artificially inflated prices. The action seeks unspecified compensatory damages.

Four putative shareholder derivative actions were filed in the U.S. District Court for the Eastern District of Michigan on September 5, 2025, September 11, 2025, September 18, 2025, and November 21, 2025, which are based on alleged facts and circumstances similar to the above-referenced securities class action, and name certain of the Company's officers, including its Chief Executive Officer, its Chief Financial Officer, and its Chief Operating Officer, and members of its Board of Directors, as defendants. The derivative actions assert claims for violations of the Securities Exchange Act of 1934, breach of fiduciary duty, and other claims, and seek to recover damages on behalf of the Company. All of the derivative actions either have been stayed or are seeking a stay pending resolution of the securities class action.

Environmental Proceedings

On October 14, 2025, the U.S. Environmental Protection Agency sent Dow Silicones Corporation a letter demanding payment of $329,000 in stipulated penalties incurred under the terms of the January 24, 2020 consent decree in United States of America, et al., v. Dow Silicones Corporation. The stipulated penalties result from self-reported violations of consent decree provisions since 2020. Dow Silicones Corporation paid the stipulated penalties on November 3, 2025, and the consent decree was terminated by a federal judge on January 29, 2026.

On February 13, 2026, the State of Texas filed a complaint related to Union Carbide and Dow Hydrocarbons and Resources LLC in the civil district court of Travis County, Texas, on behalf of the Texas Commission on Environmental Quality relating to wastewater discharges from Union Carbide’s site in Seadrift, Texas. The complaint alleges violations of the site’s wastewater permit, the Texas Water Code and the Texas Solid Waste Disposal Act.

On February 26, 2026, the Company entered into a settlement agreement with the Dutch Public Prosecutor in the Netherlands in which the Company agreed to pay a fine of approximately $1.2 million to resolve certain process safety and environmental non-compliance events that occurred at the Company's Terneuzen, the Netherlands site during the period of 2019 to 2021. Payment of the aforementioned fine will fully resolve this matter.