DOW INC. — Director's Dealing 2019

Apr 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dow Inc. (DOW)
CIK: 0001751788
Period of Report: 2019-04-01

Reporting Person: Fitterling James R (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-01	Common Stock	A	66425	$0.00	Acquired	72180	Direct
2019-04-01	Common Stock	A	20939	$0.00	Acquired	93119	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$38.87	A	116590	Acquired	2021-02-11	Common Stock (116590)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$32.57	A	175946	Acquired	2023-02-15	Common Stock (175946)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$47.31	A	94998	Acquired	2024-02-14	Common Stock (94998)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$50.07	A	94395	Acquired	2025-02-13	Common Stock (94395)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$46.60	A	128487	Acquired	2026-02-12	Common Stock (128487)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$61.97	A	97436	Acquired	2027-02-10	Common Stock (97436)	Direct
2019-04-01	Non-Qualified Stock Option (Right to Buy)	$72.77	A	102415	Acquired	2028-02-15	Common Stock (102415)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72429	Indirect
Common Stock	585	Indirect
Common Stock	1581	Indirect

Footnotes

F1: In connection with the separation, certain outstanding DowDuPont restricted stock units were converted into restricted stock units of the Issuer pursuant to the terms of the Employee Matters Agreement. The number of shares was adjusted in a manner intended to preserve the economic/intrinsic value of the original DowDuPont restricted share unit award. Restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 66,425 shares on or about February 10, 2020.

F2: On April 1, 2019, the Issuer separated from DowDuPont Inc. by issuing a dividend of the Issuer's common stock as further described in the Information Statement filed as Exhibit 99.1 to Form 10 filed by the Issuer on March 8, 2019. Total includes one share of common stock of the Issuer received for every three shares of DowDuPont common stock in connection with the separation.

F3: Performance share units not previously reportable vested upon the timely completion of the separation of the Issuer from DowDuPont Inc. on April 1, 2019. The performance share units were adjusted pursuant to the terms of the Employee Matters Agreement. Performance-based targets remain. Performance share units will be settled in one installment on or about September 1, 2019, subject to continued employment and further adjustment pursuant to the Employee Matters Agreement.

F4: In connection with the separation, certain outstanding DowDuPont stock option awards were adjusted down to reflect the separation and an option award of the Issuer was granted in an amount intended to preserve the economic/intrinsic value of the original DowDuPont award, in each case, pursuant to the terms of the Employee Matters Agreement.

F5: This option is fully vested and exercisable. Option shares may be used to satisfy withholding taxes.

F6: Two-thirds of this option is exercisable. The remaining one-third will vest on February 10, 2020. Option shares may be used to satisfy withholding taxes.

F7: In connection with the separation, certain outstanding DowDuPont stock options were converted into awards of options to purchase shares of the Issuer's common stock pursuant to the terms of the Employee Matters Agreement. The number of shares and exercise prices of each option award were adjusted in a manner intended to preserve the economic/intrinsic value of the original DowDuPont stock option.

F8: One-third of this option is exercisable. The remaining two-thirds will vest in two equal installments on February 15, 2020 and February 15, 2021. Option shares may be used to satisfy withholding taxes.