DOW INC. — Director's Dealing 2021

May 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOW INC. (DOW)
CIK: 0001751788
Period of Report: 2021-05-03

Reporting Person: Wilson Amy E (General Counsel / Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-03	Common Stock	M	6229	$46.60	Acquired	32816	Direct
2021-05-03	Common Stock	D	5038	$64.275	Disposed	27778	Direct
2021-05-03	Common Stock	M	24000	$48.30	Acquired	51778	Direct
2021-05-03	Common Stock	D	20644	$64.238	Disposed	31134	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Non-Qualified Stock Option (Right to Buy)	$46.6	M	6229	Disposed	2026-02-12	Common Stock (6229.0)	Direct
2021-05-03	Non-Qualified Stock Option (Right to Buy)	$48.3	M	24000	Disposed	2030-02-13	Common Stock (24000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93.3355	Indirect
Common Stock	343.9849	Indirect

Footnotes

F1: Shares used to satisfy the exercise price and tax withholding of the Reporting Person upon exercise of options as required by the award agreement and exempt under Rule 16b-3. The net shares were not sold.

F2: The price is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $64.21 to $64.29. Reporting Person agrees to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: This option granted in February 2016 is fully vested and exercisable.

F4: This option granted in February 2020 vests in three equal installments beginning on February 13, 2021. The first installment is fully vested and exercisable.