DOW INC. — Director's Dealing 2024

Feb 26, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOW INC. (DOW)
CIK: 0001751788
Period of Report: 2024-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-22	Common Stock	M	50000	$46.60	Acquired	183261	Direct
2024-02-22	Common Stock	D	45269	$56	Disposed	137992	Direct
2024-02-22	Common Stock	M	53487	$46.60	Acquired	191479	Direct
2024-02-22	Common Stock	D	48445	$55.95	Disposed	143034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-22	Non-Qualified Stock Option (Right to Buy)	$46.60	M	50000	Disposed	2026-02-12	Common Stock (50000)	Direct
2024-02-22	Non-Qualified Stock Option (Right to Buy)	$46.60	M	53487	Disposed	2026-02-12	Common Stock (53487)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	247791	Indirect
Common Stock	2322.112	Indirect
Common Stock	1768.335	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 price. The shares were sold in multiple transactions at prices ranging from $55.94 to $56.025. 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: The price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.89 to $55.95. 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: Total includes previously reported restricted stock units.

F5: This option is fully vested and exercisable.