DOW CHEMICAL CO /DE/

No material developments regarding this matter occurred in the first nine months of 2026. For a current status of this matter, see Note 12 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 then 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 the Company's then Chief Executive Officer, Chief Financial Officer, then Chief Operating Officer, and members of its Board of Directors, as defendants. A shareholder derivative action based on similar facts and circumstances was also filed in the Delaware Court of Chancery on April 20, 2026, naming the same individuals as the Michigan derivatives suits, except the then Chief Operating Officer. The five 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 in the process of being stayed pending resolution of defendants’ motion to dismiss the securities class action case.

Environmental Proceedings

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.