DOW INC. — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOW INC. (DOW)
CIK: 0001751788
Period of Report: 2021-02-11

Reporting Person: Fitterling James R (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	A	33040	—	Acquired	96808	Direct
2021-02-12	Common Stock	M	136500	$32.57	Acquired	197160	Direct
2021-02-12	Common Stock	D	100352	$57.85	Disposed	96808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-11	Non-Qualified Stock Option (Right to Buy)	$57.67	A	244940	Acquired	2031-02-11	Common Stock (244940.0)	Direct
2021-02-12	Non-Qualified Stock Option (Right to Buy)	$32.57	M	136500	Disposed	2023-02-15	Common Stock (136500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	922.8446	Indirect
Common Stock	1971.0425	Indirect
Common Stock	203986	Indirect

Footnotes

F1: Restricted stock units to be delivered in one installment on or about February 11, 2024, subject to continued employment.

F2: 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.

F3: The price is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $57.70 to $58.03. 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.

F4: This option will vest in three equal installments beginning on February 11, 2022. Option shares will be used to satisfy withholding taxes.

F5: This option is fully vested and exercisable.