DOW INC. — Director's Dealing 2023

Feb 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOW INC. (DOW)
CIK: 0001751788
Period of Report: 2023-02-09

Reporting Person: Carter Karen S (President, Pkg & Spec Plastics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-09	Common Stock	A	5900	—	Acquired	113312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-09	Non-Qualified Stock Option (Right to Buy)	$59.08	A	38310	Acquired	2033-02-09	Common Stock (38310.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	313.821	Indirect
Common Stock	737.875	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (5124.457)	5124.457	Direct

Footnotes

F1: Restricted stock units to be delivered in one installment on or about February 9, 2026, subject to continued employment.

F2: Total includes previously reported restricted stock units.

F3: This option will vest in three equal installments beginning on February 9, 2024. Option shares will be used to satisfy withholding taxes.

F4: 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.

F5: 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.