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: Carter Karen S (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	A	4790	—	Acquired	18850	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	35490	Acquired	2031-02-11	Common Stock (35490.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313.0609	Indirect
Common Stock	509.2828	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1709.182)	1709.182	Direct

Footnotes

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

F2: This option will vest in three equal installments beginning on February 11, 2022. Option shares will be used to satisfy withholding taxes.

F3: There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer.

F4: Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisable date or expiration date.