DOW INC. — Director's Dealing 2022

May 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOW INC. (DOW)
CIK: 0001751788
Period of Report: 2022-05-04

Reporting Person: Ungerleider Howard I (President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-04	Common Stock	M	104101	$32.57	Acquired	218307	Direct
2022-05-04	Common Stock	S	104101	$68.698	Disposed	114206	Direct
2022-05-04	Common Stock	G	8064	—	Disposed	106142	Direct
2022-05-04	Common Stock	G	8064	—	Acquired	142016	Indirect
2022-05-04	Common Stock	G	10000	—	Disposed	132016	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-04	Non-Qualified Stock Option (Right to Buy)	$32.57	M	104101	Disposed	2023-02-15	Common Stock (104101.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	338.7782	Indirect
Common Stock	922.2606	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.

F2: The price is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $68.56 to $68.96. 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: Total includes previously reported restricted stock units.

F4: Bona fide gift to a charitable foundation.

F5: This option granted in February 2013, and expiring on February 15, 2023, is fully vested and exercisable.