DOW INC.DOW
DOW INC. Debt Disclosure
NOTES PAYABLE, LONG-TERM DEBT AND AVAILABLE CREDIT FACILITIES
| Notes Payable at Dec 31 | ||||||||
| In millions | 2025 | 2024 | ||||||
| Notes payable to banks and other lenders | $ | 90 | $ | 135 | ||||
| Year-end average interest rates | 32.18 | % | 36.03 | % | ||||
| Long-Term Debt at Dec 31 | 2025 Average Rate | 2025 | 2024 Average Rate | 2024 | ||||||||||
In millions | ||||||||||||||
| Promissory notes and debentures: | ||||||||||||||
| Final maturity 2025 | — | % | $ | — | 5.63 | % | $ | 333 | ||||||
| Final maturity 2028 | 4.80 | % | 600 | 4.80 | % | 600 | ||||||||
Final maturity 2029 1 | 7.53 | % | 952 | 7.58 | % | 1,368 | ||||||||
| Final maturity 2030 | 2.10 | % | 818 | 2.10 | % | 818 | ||||||||
Final maturity 2031 and thereafter 1 | 5.36 | % | 11,553 | 5.37 | % | 9,192 | ||||||||
| Other facilities: | ||||||||||||||
| Foreign currency notes and loans, various rates and maturities | 1.98 | % | 2,237 | 2.01 | % | 2,540 | ||||||||
InterNotes®, varying maturities through 2055 | 4.81 | % | 1,011 | 4.31 | % | 661 | ||||||||
| Medium-term notes, maturity 2025 | — | % | — | 4.75 | % | 1 | ||||||||
Finance lease obligations 2 | 1,126 | 939 | ||||||||||||
| Unamortized debt discount and issuance costs | (226) | (244) | ||||||||||||
Long-term debt due within one year 3 | (222) | (497) | ||||||||||||
| Long-term debt | $ | 17,849 | $ | 15,711 | ||||||||||
1.Cost includes net fair value hedge adjustment gains of $27 million at December 31, 2025 ($9 million at December 31, 2024). See Note 21 for additional information.
2.See Note 16 for additional information.
3.Presented net of current portion of unamortized debt issuance costs.
Maturities of Long-Term Debt for Next Five Years at Dec 31, 2025 | |||||
In millions | |||||
| 2026 | $ | 222 | |||
| 2027 | $ | 797 | |||
| 2028 | $ | 763 | |||
| 2029 | $ | 1,070 | |||
| 2030 | $ | 1,046 | |||
2025 Activity
In the first quarter of 2025, the Company completed debt neutral liability management activities. The Company issued $1 billion of senior unsecured notes. This offering included $400 million aggregate principal amount of 5.35 percent notes due 2035 and $600 million aggregate principal amount of 5.95 percent notes due 2055. The Company used the proceeds to complete cash tender offers for certain debt securities. In total, $943 million aggregate principal amount was tendered and retired. As a result, the Company recognized a pretax loss of $60 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate.
In the third quarter of 2025, the Company issued $1.4 billion of senior unsecured notes. This offering included $750 million aggregate principal amount of 4.80 percent notes due 2031 and $650 million aggregate principal amount of 5.65 percent notes due 2036. Additionally, the Company redeemed $55 million aggregate principal amount of 9.40 percent notes due 2039. As a result of the redemption, the Company recognized a pretax loss of $18 million on the early extinguishment of debt, included in "Sundry income (expense) - net" in the consolidated statements of income, related to Corporate.
In 2025, the Company issued an aggregate principal amount of $378 million of InterNotes®. Additionally, the Company repaid $334 million of long-term debt at maturity.
2024 Activity
In the first quarter of 2024, the Company issued $1.25 billion of senior unsecured notes. This offering included $600 million aggregate principal amount of 5.15 percent notes due 2034 and $650 million aggregate principal amount of 5.60 percent notes due 2054. The issuance was completed in connection with the Company's Green Finance Framework. The Company distributed the proceeds toward projects that support the execution of its sustainability strategy and achieve its targets focused on climate protection and a circular economy, including applicable expenditures and investments related to the Company's Fort Saskatchewan Path2Zero project.
In the second quarter of 2024, the Company redeemed $10 million aggregate principal amount of 2.10 percent notes due November 2030, $30 million aggregate principal amount of 4.25 percent notes due October 2034, $8 million aggregate principal amount of 5.25 percent notes due November 2041 and $12 million aggregate principal amount of 4.375 percent notes due November 2042. As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.
In 2024, the Company issued an aggregate principal amount of $94 million of InterNotes®. The Company also issued $122 million of foreign currency loans. Additionally, the Company repaid $83 million of long-term debt at maturity.
2023 Activity
In the fourth quarter of 2023, the Company redeemed $23 million aggregate principal amount of 2.10 percent notes due November 2030, $14 million aggregate principal amount of 4.625 percent notes due October 2044, and $1 million aggregate principal amount of 4.375 percent notes due November 2042. As a result of the redemption, the Company recognized a pretax gain on the early extinguishment of debt of $5 million, included in "Sundry income (expense) - net" in the consolidated statements of income and related to Corporate.
In 2023, the Company issued an aggregate principal amount of $80 million of InterNotes®. Additionally, the Company repaid $250 million of long-term debt at maturity and approximately $3 million of long-term debt was repaid by consolidated variable interest entities.
Available Credit Facilities
The following table summarizes the Company's credit facilities:
Committed and Available Credit Facilities at Dec 31, 2025 | ||||||||||||||
| In millions | Committed Credit | Credit Available | Maturity Date | Interest | ||||||||||
| Five Year Competitive Advance and Revolving Credit Facility | $ | 5,000 | $ | 5,000 | June 2030 | Floating rate | ||||||||
| Bilateral Revolving Credit Facility | 300 | 300 | February 2026 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | March 2026 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 375 | 375 | October 2026 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 150 | 150 | November 2026 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 200 | 200 | November 2026 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 250 | 250 | March 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | May 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 350 | 350 | June 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 200 | 200 | September 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | October 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 200 | 200 | November 2027 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | March 2028 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | March 2028 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 300 | 300 | May 2028 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 200 | 200 | September 2028 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 175 | 175 | September 2028 | Floating rate | ||||||||||
| Bilateral Revolving Credit Facility | 100 | 100 | June 2030 | Floating rate | ||||||||||
| Total Committed and Available Credit Facilities | $ | 8,300 | $ | 8,300 | ||||||||||
Letters of Credit
The Company utilizes letters of credit to support commitments made in the ordinary course of business. While the terms and amounts of letters of credit change, the Company generally has approximately $600 million of outstanding letters of credit at any given time.
Debt Covenants and Default Provisions
TDCC’s outstanding long-term debt has been issued primarily under indentures which contain, among other provisions, certain customary restrictive covenants with which TDCC must comply while the underlying notes are outstanding. Failure of TDCC to comply with any of its covenants, could result in a default under the applicable indenture and allow the note holders to accelerate the due date of the outstanding principal and accrued interest on the underlying notes.
TDCC's indenture covenants include obligations to not allow liens on principal U.S. manufacturing facilities, enter into sale and lease-back transactions with respect to principal U.S. manufacturing facilities, merge or consolidate with any other corporation, or sell, lease or convey, directly or indirectly, all or substantially all of TDCC’s assets. The outstanding debt also contains customary default provisions. TDCC remains in compliance with these covenants.
TDCC’s primary, private credit agreements also contain certain customary restrictive covenant and default provisions in addition to the covenants set forth above with respect to TDCC’s debt. Significant other restrictive covenants and default provisions related to these agreements include:
(a)the obligation to maintain the ratio of TDCC’s consolidated indebtedness to consolidated capitalization at no greater than 0.70 to 1.00 at any time the aggregate outstanding amount of loans under the Five Year Competitive Advance and Revolving Credit Facility Agreement ("Revolving Credit Agreement") dated November 23, 2021, equals or exceeds $500 million,
(b)a default if TDCC or an applicable subsidiary fails to make any payment, including principal, premium or interest, under the applicable agreement on other indebtedness of, or guaranteed by, TDCC or such applicable subsidiary in an aggregate amount of $100 million or more when due, or any other default or other event under the applicable agreement with respect to such indebtedness occurs which permits or results in the acceleration of $400 million or more in the aggregate of principal, and
(c)a default if TDCC or any applicable subsidiary fails to discharge or stay within 60 days after the entry of a final judgment against TDCC or such applicable subsidiary of more than $400 million.
Failure of TDCC to comply with any of the covenants or default provisions could result in a default under the applicable credit agreement which would allow the lenders to not fund future loan requests and to accelerate the due date of the outstanding principal and accrued interest on any outstanding indebtedness.
Dow Inc. is obligated, substantially concurrently with the issuance of any guarantee in respect of outstanding or committed indebtedness under TDCC's Revolving Credit Agreement, to enter into a supplemental indenture with TDCC and the trustee under TDCC’s existing 2008 base indenture governing certain notes issued by TDCC. Under such supplemental indenture, Dow Inc. will guarantee all outstanding debt securities and all amounts due under such existing base indenture and will become subject to certain covenants and events of default under the existing base indenture.
In addition, the Revolving Credit Agreement includes an event of default which would be triggered in the event Dow Inc. incurs or guarantees third party indebtedness for borrowed money in excess of $250 million or engages in any material activity or directly owns any material assets, in each case, subject to certain conditions and exceptions. Dow Inc. may, at its option, cure the event of default by delivering an unconditional and irrevocable guarantee to the administrative agent within thirty days of the event or events giving rise to such event of default.
No such events have occurred or have been triggered at the time of the filing of this Annual Report on Form 10-K.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 3, 2026 | Showing above |
| 2024 | Feb 4, 2025 | |
| 2023 | Jan 31, 2024 | |
| 2022 | Feb 1, 2023 | |
| 2021 | Feb 4, 2022 | |
| 2019 | Feb 7, 2020 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.