Every material Form 8-K Dow has filed with the SEC since July 25, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Dow reported third-quarter 2026 results on October 22, 2026. Net sales rose 13% to $11.3 billion, GAAP net income was $525 million versus $124 million a year earlier, and operating EPS was $0.71 compared with a loss of $0.19. Higher prices drove the gains, while volume fell 1%.
Net sales were $11.3 billion, up 13% year over year; local price rose 14% and volume fell 1%.
GAAP EPS was $0.62 versus $0.08 a year earlier; operating EPS was $0.71 versus a loss of $0.19.
Operating EBIT was $887 million, up $707 million; free cash flow was $1.1 billion.
Dividends paid to shareholders totaled $253 million in the quarter.
Dow Inc. reported second-quarter 2026 net sales of $12.1 billion, up 20% from a year earlier, with higher prices in all operating segments and regions. GAAP earnings were $0.99 per share, compared with a loss of $1.18 a year earlier, and operating earnings were $1.44 per share, compared with a loss of $0.42. The company also said it expects about $200 million more in benefits from its Transform to Outperform program this year.
Net sales were $12.1 billion, up 20% year-over-year; local price rose 20% and volume fell 1%.
GAAP net income was $802 million, versus a loss of $801 million a year earlier; operating EBIT was $1.6 billion, up $1.7 billion.
GAAP EPS was $0.99 and operating EPS was $1.44; significant items cost $0.45 per share, mainly Transform to Outperform costs, partly offset by a tax adjustment tied to a NOVA Chemicals payment.
Operating cash flow from continuing operations was $1.3 billion, and dividends paid in the quarter totaled $253 million.
Dow Inc. reported a first-quarter 2026 GAAP net loss of $445 million, compared with a $290 million loss a year earlier, on net sales of $9.8 billion, down 6%. Operating EBIT fell $76 million to $154 million, and operating earnings per share were a loss of $0.14 versus earnings of $0.02, with lower prices cited as the main driver. Operating cash flow rose to $1.1 billion, mainly due to a payment received from NOVA Chemicals, while the company paid $252 million in dividends.
Net sales were $9.8 billion, down 6% year-over-year; local price fell 7% and volume fell 2%.
GAAP loss per share was $0.74 versus $0.44 a year earlier; significant items totaled $0.60 per share, including a Sadara guarantee liability adjustment.
Cash provided by operating activities from continuing operations was $1.1 billion, up $1.0 billion, driven by the NOVA Chemicals payment and working capital improvements.
Dividends paid to shareholders totaled $252 million in the quarter.
Dow's Board appointed Chief Operating Officer Karen S. Carter as Chief Executive Officer effective July 1, 2026, and added her as a director. Current Chair and CEO Jim Fitterling will become Executive Chair on the same date. Stockholders approved all five agenda items at the April 9, 2026 annual meeting, including an increase in shares available under the 2019 Stock Incentive Plan from 125 million to 185 million.
Karen S. Carter, 55, succeeds Jim Fitterling as CEO effective July 1, 2026; Carter has been COO since December 2024
Fitterling remains an employee and becomes Executive Chair; Richard K. Davis continues as Independent Lead Director
Stockholders approved the Plan amendment with 76% of votes cast in favor; all twelve director nominees were re-elected
Board declared a quarterly dividend of 35 cents per share, payable June 12, 2026 to holders of record on May 29, 2026
Dow reported a fourth-quarter 2025 GAAP net loss of $1.5 billion, or $2.15 per share, on net sales of $9.5 billion, down 9% from a year earlier, with declines in all operating segments. Operating EBIT was $33 million, down $421 million year-over-year, driven by price declines and lower operating rates, and the GAAP loss included impairment and pension settlement charges. For shareholders, the results show a sharp drop in profitability for the quarter and full year, and the company said its Transform to Outperform program is expected to provide at least $2 billion in additional near-term earnings.
Q4 2025 net sales were $9.5 billion, down 9% year-over-year and down 5% sequentially.
GAAP loss per share was $2.15; operating loss per share was $0.34, versus $0.00 a year earlier.
Full-year 2025 GAAP net loss was $2.4 billion, compared with net income of $1.2 billion in 2024.
Fourth-quarter dividends totaled $251 million; the company expects Transform to Outperform to provide at least $2 billion in additional near-term earnings.
Dow announced Transform to Outperform, a company-wide plan to simplify operations and cut costs, targeting at least $2 billion in near-term Operating EBITDA improvement. The plan includes a workforce reduction of approximately 4,500 roles and about $1.1-1.5 billion in one-time costs, recorded in 2026 and 2027, which will weigh on near-term results and cash before the targeted benefits build.
Board approved severance and related benefit costs for about 4,500 roles globally on January 26, 2026
Anticipated one-time costs of about $1.1-1.5 billion, including about $600-800 million in severance and about $500-700 million in other costs
Targets $500 million in-year Op. EBITDA gain in 2026 and $1.2 billion incremental in 2027, with cash costs of $800-1,000 million in 2026 and $300-500 million in 2027
Company will file an amendment if charges and future cash payments differ materially from current estimates
Dow disclosed that Chief Technology Officer A.N. Sreeram will retire effective June 30, 2026, and will be succeeded by Andre Argenton, who took the Chief Technology and Sustainability Officer role effective January 1, 2026. Director Rebecca B. Liebert also resigned from Dow's board effective January 2, 2026, citing a new role as chair of Occidental Chemical Corporation, and not any disagreement with the company.
A.N. Sreeram, Senior Vice President and Chief Technology Officer, retires effective June 30, 2026, notice given December 29, 2025
Andre Argenton appointed Chief Technology and Sustainability Officer effective January 1, 2026, with over 25 years at Dow
Rebecca B. Liebert resigned from the Board effective January 2, 2026; filing says it is not due to any disagreement with the company
Dow Inc. reported third-quarter 2025 results on October 23, 2025. Net sales fell 8% year-over-year to $10.0 billion, and operating EPS was a loss of $0.19, compared with earnings of $0.47 a year earlier, although GAAP EPS was $0.08. Operating EBIT rose $201 million from the prior quarter but was down $461 million from a year earlier, which shareholders should weigh against the company's cost reduction progress.
Net sales were $10.0 billion, down 8% year-over-year, with local price down 8%.
Operating EBIT was $180 million, down $461 million year-over-year; GAAP net income was $124 million.
Operating EPS was a loss of $0.19 versus $0.47 a year earlier; GAAP EPS was $0.08 versus $0.30.
Cash provided by operating activities from continuing operations was $1.1 billion, and dividends paid were $249 million in the quarter.
Dow reported a second-quarter 2025 GAAP net loss of $801 million, or $1.18 per share, compared with net income of $458 million a year earlier. Operating EBIT was a loss of $21 million, down $840 million year over year, and operating EPS was a loss of $0.42 versus earnings of $0.68 in the year-ago period. The CEO said Dow is adjusting its dividend to maintain a balanced capital allocation framework, but the filing does not state the new dividend amount.
Net sales were $10.1 billion, down 7% year over year, with local price down 7% and volume down 1%.
GAAP loss per share was $1.18, including significant items of $0.76 per share, mainly restructuring severance and asset-related charges.
Cash provided by operating activities from continuing operations was negative $470 million, compared with positive $832 million in the year-ago quarter.
Dow paid $496 million in dividends in the quarter and said it is adjusting its dividend, without giving a new amount.
Dow's Board approved restructuring actions on June 30, 2025, including shutting three upstream European assets and certain corporate assets. The company expects charges of $630 million to $790 million in the second quarter of 2025, plus cash payments of about $300 million to $430 million for severance and exit costs over four years.
Charges: $330 million to $360 million in asset write-downs and write-offs; $160 million to $260 million in exit and disposal costs; $140 million to $170 million in severance
Operating EBITDA uplift of about $200 million targeted, reaching 50% by end-2027 and full delivery by 2029
About 800 Dow roles will be affected, in addition to the roles covered by the $1 billion cost savings actions announced in January
Dow reported first-quarter 2025 net sales of $10.4 billion, down 3% year-over-year, and a GAAP net loss of $290 million, or $0.44 per share. Operating earnings per share were $0.02, compared with $0.56 a year earlier. The company also announced cost cuts, a delayed Canadian project, a broader European asset review, and about $6 billion in planned cash support, which shareholders should weigh against the weaker results.
Net sales were $10.4 billion, down 3% year-over-year, while volume rose 2% and local price fell 3%.
GAAP net loss was $290 million ($0.44 per share), compared with net income of $538 million a year earlier.
Operating EPS was $0.02 versus $0.56 a year earlier; Op. EBIT was $230 million, down $444 million.
A first tranche of $2.4 billion from a minority stake sale to Macquarie Asset Management is anticipated at closing on May 1.
Dow approved targeted cost actions, including a global workforce reduction of about 1,500 roles, to offset ongoing macroeconomic weakness. The company expects $250 million to $325 million in severance and related charges in the first quarter of 2025, plus $20 million to $30 million in implementation costs, with most of the $1 billion in targeted savings achieved on an annual run-rate basis.
Workforce reduction of approximately 1,500 roles globally, approved by the Board on January 27, 2025
Severance and related charges of $250 million to $325 million to be recorded in Q1 2025, with cash payments mostly over the next two years
Implementation costs of $20 million to $30 million, expensed as incurred
Targets $500 million to $700 million reduction in direct costs, mainly purchased services and third-party contract labor
Dow Inc. reported fourth-quarter 2024 net sales of $10.4 billion, down 2% from a year earlier, and a GAAP net loss of $35 million, or $0.08 per share. Operating earnings per share were $0.00, compared with $0.43 a year earlier, and operating EBIT fell $105 million to $454 million. The company also said it will cut costs by $1 billion and reduce 2025 capital spending by $300 million to $500 million.
Net sales were $10.4 billion, down 2% year-over-year; volume rose 1% while local price fell 3%.
GAAP net loss was $35 million ($0.08 per share), narrower than the $95 million loss a year earlier; significant items totaling $0.08 were mainly restructuring and efficiency costs.
Full-year 2024 GAAP net income was $1.2 billion, up from $660 million in 2023, while operating EBIT was $2.6 billion, down from $2.8 billion.
Dow plans $1 billion of targeted cost reductions and 2025 capital spending cuts of $300 million to $500 million.
Dow Inc. appointed Karen S. Carter, previously president of its Packaging & Specialty Plastics segment, to the newly created role of Chief Operating Officer, effective December 3, 2024. She will oversee the company's operating segments and several functional organizations and will join the Executive Committee while reporting to CEO Jim Fitterling.
Carter's annual base salary is $975,000, with a target annual cash incentive of 120% of base salary.
Her long-term incentive target award value is $5.2 million, anticipated to be granted in February 2025.
Carter joined Dow in 1994 and was Chief Human Resources Officer and Chief Inclusion Officer from April 2019 to November 2022.
Dow Inc. reported third-quarter 2024 net sales of $10.9 billion, up 1% from a year earlier, and operating EBIT of $641 million, up $15 million. GAAP earnings per share fell to $0.30 from $0.42, and operating EPS was $0.47 compared with $0.48 a year earlier. The company also announced a strategic review of select European assets, primarily in its Polyurethanes business.
Net sales were $10.9 billion, up 1% year over year, and flat sequentially.
GAAP net income was $240 million, compared with $327 million a year earlier; operating EPS was $0.47, versus $0.48 a year earlier and $0.68 in the prior quarter.
Operating EBIT was $641 million, up $15 million year over year, reduced by an unplanned cracker outage in Texas.
Cash provided by operating activities from continuing operations was $800 million, down $858 million year over year.
Dow Inc. reported second-quarter 2024 results with net sales of $10.9 billion, down 4% from a year earlier, and operating EPS of $0.68 versus $0.75 in the year-ago period. Sequentially, operating EPS rose from $0.56 and operating EBIT increased $145 million, but both sales and profit remained below the prior-year level, and the company returned $691 million to shareholders in the quarter.
GAAP EPS was $0.62 versus $0.68 a year earlier; operating EPS excludes restructuring and efficiency costs of $0.06 per share.
Operating EBIT was $819 million, down $66 million year over year, and up $145 million from the first quarter of 2024.
Cash provided by operating activities from continuing operations was $832 million, down $515 million year over year.
Dow returned $691 million to shareholders, including $491 million in dividends and $200 million in share repurchases.
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