Dow Inc. Swings to Nine-Month Loss Amid Sales Decline, Restructuring Costs

TL;DR

**Dow's bleeding cash on operations and restructuring, but a big financing boost is masking the pain – stay cautious.**

AI Summary

Dow Inc. reported a significant decline in net income for the three months ended September 30, 2025, falling to $124 million from $240 million in the prior year, a 48.4% decrease. For the nine months, the company posted a net loss of $967 million, a stark contrast to the $1,236 million net income in the same period of 2024. Net sales decreased by 8.3% to $9,973 million for the quarter and by 6.3% to $30,508 million for the nine months, primarily due to lower sales volumes and pricing. Restructuring and asset-related charges surged to $822 million for the nine months of 2025, up from $69 million in 2024, indicating significant operational adjustments. Despite the income decline, cash and cash equivalents increased substantially to $4,609 million as of September 30, 2025, from $2,189 million at December 31, 2024, driven by $2,941 million in cash provided by financing activities, including proceeds from the sale of noncontrolling interests. Long-term debt also increased to $17,709 million from $15,711 million. The company's strategic outlook includes managing significant restructuring efforts and navigating a challenging market with decreased demand.

Why It Matters

This filing reveals a challenging period for Dow Inc., with a substantial net loss for the first nine months of 2025 and declining sales, which could signal broader weakness in the chemicals sector. Investors should be concerned about the significant increase in restructuring charges, indicating ongoing operational overhauls that may impact future profitability and dividend stability. For employees, these restructuring activities could mean job insecurity or changes in operational focus. Customers might see shifts in product availability or pricing as Dow adjusts its portfolio. Competitively, this performance could allow rivals to gain market share if Dow's restructuring efforts are prolonged or ineffective, impacting the overall market dynamics for chemical products.

Risk Assessment

Risk Level: high — The risk level is high due to a net loss of $967 million for the nine months ended September 30, 2025, compared to a net income of $1,236 million in the prior year. Additionally, restructuring and asset-related charges skyrocketed to $822 million for the nine months of 2025, up from $69 million in 2024, indicating significant operational distress and uncertainty.

Analyst Insight

Investors should closely monitor Dow Inc.'s upcoming earnings calls for detailed explanations of the restructuring charges and their expected impact on future profitability. Consider reducing exposure until there's clear evidence of stabilization and a return to positive net income, as the current financial performance suggests significant headwinds.

Financial Highlights

revenue

$30,508M

total Debt

$17,709M

net Income

$(967)M

eps

$0.08

cash Position

$4,609M

revenue Growth

-6.3%

Revenue Breakdown

Key Numbers

• $9,973M — Net Sales (Q3 2025) (Down 8.3% from $10,879M in Q3 2024)
• $30,508M — Net Sales (9M 2025) (Down 6.3% from $32,559M in 9M 2024)
• $124M — Net Income (Q3 2025) (Down 48.4% from $240M in Q3 2024)
• $(967)M — Net Income (Loss) (9M 2025) (Shift from $1,236M net income in 9M 2024)
• $822M — Restructuring and Asset Related Charges (9M 2025) (Significantly up from $69M in 9M 2024)
• $4,609M — Cash and Cash Equivalents (Sep 30, 2025) (Up from $2,189M at Dec 31, 2024)
• $17,709M — Long-Term Debt (Sep 30, 2025) (Up from $15,711M at Dec 31, 2024)
• $2,941M — Cash Provided by Financing Activities (9M 2025) (Major contributor to increased cash balance)
• $1,080M — Net Loss Available for Dow Inc. Common Stockholders (9M 2025) (Compared to $1,169M net income in 9M 2024)
• $0.08 — Diluted EPS (Q3 2025) (Down from $0.30 in Q3 2024)

Key Players & Entities

• Dow Inc. (company) — registrant and parent company
• The Dow Chemical Company (company) — subsidiary of Dow Inc.
• $9,973 million (dollar_amount) — net sales for three months ended Sep 30, 2025
• $10,879 million (dollar_amount) — net sales for three months ended Sep 30, 2024
• $30,508 million (dollar_amount) — net sales for nine months ended Sep 30, 2025
• $32,559 million (dollar_amount) — net sales for nine months ended Sep 30, 2024
• $124 million (dollar_amount) — net income for three months ended Sep 30, 2025
• $240 million (dollar_amount) — net income for three months ended Sep 30, 2024
• $967 million (dollar_amount) — net loss for nine months ended Sep 30, 2025
• $1,236 million (dollar_amount) — net income for nine months ended Sep 30, 2024

FAQ

Risk Factors

• Restructuring and Asset-Related Charges [high — operational]: Restructuring and asset-related charges surged to $822 million for the nine months of 2025, a significant increase from $69 million in the same period of 2024. This indicates substantial operational adjustments and potential impairments impacting profitability.
• Decreased Demand and Pricing Pressure [high — market]: Net sales declined by 8.3% in Q3 2025 and 6.3% year-to-date, driven by lower sales volumes and pricing. This reflects a challenging market environment with reduced demand across key segments.
• Increased Leverage [medium — financial]: Long-term debt increased to $17,709 million as of September 30, 2025, from $15,711 million at December 31, 2024. This rise in debt, coupled with declining profitability, could strain financial flexibility.
• Equity in Losses of Nonconsolidated Affiliates [medium — operational]: The company reported equity losses of $122 million from nonconsolidated affiliates for the nine months ended September 30, 2025, a reversal from equity earnings of $45 million in the prior year. This impacts overall profitability.

Industry Context

The chemical industry is currently facing headwinds from decreased demand and pricing pressures, impacting sales volumes across major players. Companies are undertaking significant restructuring efforts to adapt to these challenging market conditions and manage costs.

Regulatory Implications

While no specific new regulatory issues are detailed in this excerpt, the chemical industry is subject to stringent environmental, health, and safety regulations globally. Changes in these regulations or increased enforcement could lead to additional compliance costs or operational disruptions.

What Investors Should Do

1. Monitor restructuring progress and associated costs.
2. Analyze the drivers of declining sales volumes and pricing.
3. Assess the impact of increased debt on financial flexibility.
4. Evaluate the cash flow generation from core operations.

Key Dates

• 2025-09-30: End of Third Quarter and Nine Months — Reporting period for the significant net loss of $967 million for the nine months and a net income of $124 million for the quarter, alongside a substantial increase in restructuring charges and cash reserves.
• 2025-09-30: Balance Sheet Date — Reflects increased cash and cash equivalents ($4,609M) and higher long-term debt ($17,709M) compared to year-end 2024.
• 2024-09-30: Prior Year Comparison Period — Provides a benchmark for the significant year-over-year decline in net sales (8.3% for Q3, 6.3% for 9M) and net income (48.4% for Q3, shift to loss for 9M).
• 2024-12-31: Prior Year End Balance Sheet — Serves as a comparison point for the current balance sheet, highlighting the increase in cash and debt levels.

Glossary

Restructuring and asset related charges - net

Costs incurred due to significant organizational changes, facility closures, or the disposal of assets. These can include severance, impairment charges, and other related expenses. (A substantial increase in these charges ($822M in 9M 2025 vs $69M in 9M 2024) indicates significant operational adjustments and negatively impacted net income.)

Equity in earnings (losses) of nonconsolidated affiliates

The portion of profits or losses from companies where Dow has a significant influence but not control, accounted for using the equity method. (A shift to losses ($122M in 9M 2025 vs earnings of $45M in 9M 2024) contributed to the overall net loss.)

Net income (loss) available for Dow Inc. common stockholders

The net profit or loss remaining after accounting for preferred dividends and the portion of net income attributable to noncontrolling interests. (This metric shows a net loss of $1,080 million for the nine months of 2025, compared to a net income of $1,169 million in the prior year.)

Cash provided by financing activities

The net cash generated from activities related to debt, equity, and dividends, such as issuing stock or debt, or repurchasing shares. (The $2,941 million in cash provided by financing activities was a key driver for the substantial increase in the company's cash and cash equivalents.)

Year-Over-Year Comparison

Compared to the prior year, Dow Inc. has experienced a significant downturn. Net sales for the nine months ended September 30, 2025, decreased by 6.3% to $30,508 million, and the company swung from a net income of $1,236 million to a net loss of $967 million. Restructuring and asset-related charges saw a dramatic increase from $69 million to $822 million, reflecting substantial operational adjustments. While cash reserves have more than doubled to $4,609 million, this is largely due to financing activities, and long-term debt has also increased to $17,709 million.

Key Financial Figures

• $0.01 — tered Dow Inc. Common Stock, par value $0.01 per share DOW New York Stock Exchange

Filing Documents

• dow-20250930.htm (10-Q) — 3070KB
• dowinc-q39302025ex23.htm (EX-23) — 11KB
• dowinc-q39302025ex311.htm (EX-31.1) — 11KB
• dowinc-q39302025ex312.htm (EX-31.2) — 11KB
• dowinc-q39302025ex321.htm (EX-32.1) — 5KB
• dowinc-q39302025ex322.htm (EX-32.2) — 5KB
• dow-20250930_g1.jpg (GRAPHIC) — 141KB
• 0001751788-25-000156.txt ( ) — 17264KB
• dow-20250930.xsd (EX-101.SCH) — 84KB
• dow-20250930_cal.xml (EX-101.CAL) — 99KB
• dow-20250930_def.xml (EX-101.DEF) — 661KB
• dow-20250930_lab.xml (EX-101.LAB) — 981KB
• dow-20250930_pre.xml (EX-101.PRE) — 886KB
• dow-20250930_htm.xml (XML) — 3514KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements . 5 Dow Inc. and Subsidiaries: Consolidated Statements of Income . 5 Consolidated Statements of Comprehensive Income . 6 Consolidated Balance Sheets . 7 Consolidated Statements of Cash Flows . 8 Consolidated Statements of Equity . 9 The Dow Chemical Company and Subsidiaries: Consolidated Statements of Income . 10 Consolidated Statements of Comprehensive Income . 11 Consolidated Balance Sheets . 12 Consolidated Statements of Cash Flows . 13 Consolidated Statements of Equity . 14 Dow Inc. and Subsidiaries and The Dow Chemical Company and Subsidiaries: Notes to the Consolidated Financial Statements . 15 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations . 45 Results of Operations . 48 Changes in Financial Condition . 55 Other Matters . 62 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk . 63 Item 4.

Controls and Procedures

Controls and Procedures . 63

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1. Legal Proceedings . 64 Item 1A. Risk Factors . 65 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . 66 Item 4. Mine Safety Disclosures . 66 Item 5. Other Information . 66 Item 6. Exhibits . 67 SIGNATURE 68 3 Table of Contents Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries This Quarterly Report on Form 10-Q is a combined report being filed by Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries ("TDCC" and together with Dow Inc., "Dow" or the "Company") due to the parent/subsidiary relationship between Dow Inc. and TDCC. The information reflected in the report is equally applicable to both Dow Inc. and TDCC, except where otherwise noted. Each of Dow Inc. and TDCC is filing information in this report on its own behalf and neither company makes any representation to the information relating to the other company. CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS Certain statements in this report are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases. Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow's control, which may cause actual results to differ materially from those projected, anticipated

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS Dow Inc. and Subsidiaries Consolidated Statements of Income Three Months Ended Nine Months Ended In millions, except per share amounts (Unaudited) Sep 30, 2025 Sep 30, 2024 Sep 30, 2025 Sep 30, 2024 Net sales $ 9,973 $ 10,879 $ 30,508 $ 32,559 Cost of sales 9,242 9,809 28,523 28,888 Research and development expenses 191 208 579 608 Selling, general and administrative expenses 340 396 1,053 1,228 Amortization of intangibles 46 76 185 234 Restructuring and asset related charges - net 23 24 822 69 Equity in earnings (losses) of nonconsolidated affiliates ( 72 ) 2 ( 122 ) 45 Sundry income (expense) - net 185 119 345 256 Interest income 47 36 114 143 Interest expense and amortization of debt discount 221 199 646 595 Income (loss) before income taxes 70 324 ( 963 ) 1,381 Provision (credit) for income taxes ( 54 ) 84 4 145 Net income (loss) 124 240 ( 967 ) 1,236 Net income attributable to noncontrolling interests 62 26 113 67 Net income (loss) available for Dow Inc. common stockholders $ 62 $ 214 $ ( 1,080 ) $ 1,169 Per common share data: Earnings (loss) per common share - basic $ 0.08 $ 0.30 $ ( 1.53 ) $ 1.65 Earnings (loss) per common share - diluted $ 0.08 $ 0.30 $ ( 1.53 ) $ 1.65 Weighted-average common shares outstanding - basic 711.8 702.3 709.4 703.5 Weighted-average common shares outstanding - diluted 713.2 703.6 709.4 704.9 Depreciation $ 536 $ 501 $ 1,586 $ 1,470 Capital expenditures $ 564 $ 736 $ 1,911 $ 2,173 See Notes to the Consolidated Financial Statements. 5 Table of Contents Dow Inc. and Subsidiaries Consolidated Statements of Comprehensive Income Three Months Ended Nine Months Ended In millions (Unaudited) Sep 30, 2025 Sep 30, 2024 Sep 30, 2025 Sep 30, 2024 Net income (loss) $ 124 $ 240 $ ( 967 ) $ 1,236 Other comprehensive income (loss), net of tax Unrealized gains on investments 57 34 67 89 Cumulative translation adjustments ( 33 ) 199 218 34 Pension and other postretirement be

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