DOW / Dow Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Subject to Completion Preliminary Prospectus Supplement, dated September 3, 2025

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-288028-01 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdi

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EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Macquarie Asset Management expands equity stake in Diamond Infrastructure Solutions, a strategic partnership with Dow • Dow has received an additional $540 million in proceeds following Macquarie Asset Management’s increased minority equity stake in Diamond Infrastructure Solutions from 40% to 49% • This brings the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 (August 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 (August 31, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

Three Months Ended Jun 30 Three Months Ended Mar 31 In millions 2Q25 2Q24 vs. SQLY [B / (W)] 1Q25 vs. PQ [B / (W)] Net Sales $ 2,786 $ 2,951 $ (165) $ 2,855 $ (69) Operating EBIT $ (185) $ 7 $ (192) $ (128) $ (57) Equity Earnings (Losses) $ (39) $ (3

Exhibit 99.1 July 24, 2025 Dow Reports Second Quarter 2025 Results 2Q25 FINANCIAL HIGHLIGHTS •Net sales were $10.1 billion, down 7% year-over-year, reflecting declines in all operating segments. Sequentially, net sales were down 3%, as seasonally higher demand in Performance Materials & Coatings was more than offset by declines across the other operating segments. •Volume decreased 1% year-over-ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State or other Jurisdiction of Incorporation I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 (June 30, 2025) Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 (June 30, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organ

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for The Dow Chemical Company.

EX-23.1(2) EXHIBIT 23.1.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 4, 2025, relating to (i) the consolidated financial statements of The Dow Chemical Company and subsidiaries (“TDCC”), and (ii) the effectiveness of TDCC’s internal control over financial reporting, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38646 A.Full title of the plan a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission  File Number  Exact Name of Registrant as Specified in its Charter,  Principal Office Address and Tele

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on June 13, 2025 Registration Statement No.

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Dow Inc.

EX-23.1(1) EXHIBIT 23.1.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 4, 2025, relating to (i) the consolidated financial statements of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company’s internal control over financial reporting, app

Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee, for the indenture, dated as of July 26, 2019, with The Dow Chemical Company, as issuer, Dow Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char

Filing Fee Table.

Calculation of Filing Fee Tables S-3 DOW INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee

Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee, for the form of indenture with Dow Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 (June 10, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Orga

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EX-99.1 Exhibit 99.1 Canadian court orders NOVA Chemicals to pay Dow an additional CAD$1.6 billion judgment MIDLAND, Mich. – June 11, 2025 – The Court of King’s Bench of Alberta, Canada has issued a judgment ordering NOVA Chemicals Corporation to pay Dow (NYSE: DOW) an additional amount of CAD$1.620 billion (equivalent to approximately USD$1.2 billion) in damages. The judgment, signed on June 10,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorpor

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S. Employer Identification No. 001-38646 Dow Inc. Delaware 30-1128146 2211 H.H. Dow Way, Midland, MI 48674 (989) 636-1000

Dow Inc. The Dow Chemical Company Conflict Minerals Report

EXHIBIT 1.01 Dow Inc. The Dow Chemical Company Conflict Minerals Report BACKGROUND This Conflict Minerals Report (this “Report”), a combined report of Dow Inc. and The Dow Chemical Company (“TDCC” and together with Dow Inc., “Dow” or the “Company”), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act and Form SD (the “Rule”), for the reporting period from January 1 to December

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Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow finalizes strategic partnership with Macquarie Asset Management as an investor in Diamond Infrastructure Solutions, its dedicated infrastructure company • Dow sold an initial 40% equity stake in Diamond Infrastructure Solutions, a dedicated infrastructure company with assets across the U.S. Gulf Coast, to a fund manage

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 (May 1, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2025 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended Mar 31 Three Months Ended Dec 31 In millions 1Q25 1Q24 vs. SQLY [B / (W)] 4Q24 vs. PQ [B / (W)] Net Sales $ 2,855 $ 3,008 $ (153) $ 2,948 $ (93) Operating EBIT $ (128) $ 87 $ (215) $ 84 $ (212) Equity Earnings (Losses) $ (58) $ (15

Exhibit 99.1 April 24, 2025 Dow Reports First Quarter 2025 Results Launches Action Plan to Further Reduce Spending, Right-Size Capacity, and Deliver $6 Billion in Cash Support 1Q25 FINANCIAL HIGHLIGHTS •Net sales were $10.4 billion, down 3% year-over-year, reflecting declines in all operating segments. Sequentially, net sales were flat, as seasonally higher demand in Performance Materials & Coatin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 (April 10, 2025) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 (April 10, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

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EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces results from 2025 Annual Stockholder Meeting • Declares quarterly dividend of 70 cents per share • Richard K. Davis re-elected independent lead director MIDLAND, Mich. – April 10, 2025 – Dow (NYSE: DOW) is pleased to report the results of its 2025 Annual Meeting of Stockholders. Today stockholders ele

Form of 5.950% Notes due 2055.

Exhibit 4.3 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN W

Underwriting Agreement, dated February 25, 2025, among The Dow Chemical Company and BofA Securities, Inc., Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as the representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version $1,000,000,000 THE DOW CHEMICAL COMPANY $400,000,000 5.350% Notes due 2035 $600,000,000 5.950% Notes due 2055 Underwriting Agreement New York, New York February 25, 2025 BofA Securities, Inc. One Bryant Park New York, New York 10036 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 SMBC Nikko Securities America, Inc. 277 Park Avenue New Yo

Form of 5.350% Notes due 2035.

Exhibit 4.2 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN W

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 (February 25, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R

General Business

EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow Announces Tender Offer for Debt Securities MIDLAND, Mich. – Feb. 25, 2025 – The Dow Chemical Company (“TDCC”), a wholly owned subsidiary of Dow Inc. (“Dow”) (NYSE: DOW), announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase certain of its debt securities and certain debt sec

Subsidiaries of Dow Inc.

Subsidiaries of Dow Inc. EXHIBIT 21 At December 31, 2024 Location* This list includes companies for which the effective ownership by Dow Inc. is 50 percent or more. Dow Inc. Delaware The Dow Chemical Company Delaware American Mortell Corporation Texas Mortell Company Delaware Battleground Water Company Texas Chemars III LLC Delaware Circulus Holdings, LLC Delaware Circulus Arab, LLC Delaware Circu

Consent of Independent Registered Public Accounting Firm for Dow Inc.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.1 We consent to the incorporation by reference of our reports dated February 4, 2025, relating to (i) the consolidated financial statements and financial statement schedule of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company's internal control over financial reporting, appearing in the Annual

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.2 We consent to the incorporation by reference of our reports dated February 4, 2025, relating to (i) the consolidated financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of TDCC's internal control over financial reporting, appearing in the Annual

The Dow Chemical Company Compensation Clawback Policy effective as of December 1, 2023.

Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries EXHIBIT 97.2 THE DOW CHEMICAL COMPANY COMPENSATION CLAWBACK POLICY The Board of Directors (the “Board”) of The Dow Chemical Company (the “Company”) believes that it is in the best interest of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of Regi

Dow Inc. Insider Trading Compliance Policy effective as of December 12, 2024

Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries EXHIBIT 19 DOW INC. INSIDER TRADING COMPLIANCE POLICY I.POLICY The purpose of this Insider Trading Compliance Policy (this “Policy”) is to ensure compliance by Dow Inc. (the “Company”), as well as Covered Persons and their Family Members and Controlled Entities (each as defined below), with applicable securities laws and to preser

The Dow Chemical Company Elective Deferral Plan (Post 2004) Restated and Effective as of January 1, 2025

EXHIBIT 10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004) Restated and Effective as of January 1, 2025 1 TABLE OF CONTENTS Article I Purpose and Effective Date 4 Article II Definitions 6 2.01. Administrator 6 2.02. Appeals Administrator 6 2.03. Base Salary 6 2.04. Base Salary Deferral 6 2.05. Beneficiary 7 2.06. Board 7 2.07. Change of Control 7 2.08. CHRO 8 2.09. Code 8 2.10. Commo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2025 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

The description of Dow Inc.’s common stock (incorporated by reference to Exhibit 4.5 to Dow Inc.’s and TDCC’s Current Report on Form 8-K filed with the SEC on February 3, 2025)

EXHIBIT 4.5 DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions set forth certain material terms and provisions of the securities of Dow Inc. and The Dow Chemical Company that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the Annual Rep

Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 (January 27, 2025) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

vs. SQLY [B / (W)]

Exhibit 99.1 January 30, 2025 Dow reports fourth quarter 2024 results FINANCIAL HIGHLIGHTS •Net sales were $10.4 billion, down 2% year-over-year, reflecting declines in Packaging & Specialty Plastics. Sequentially, net sales were down 4%, led by seasonal declines in Performance Materials & Coatings. •Volume increased 1% compared to the year-ago period, with gains in most regions. Sequentially, vol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

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Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces partnership with Macquarie Asset Management to launch Diamond Infrastructure Solutions • A fund managed by Macquarie Asset Management to acquire an initial 40% stake in select Dow U.S. Gulf Coast infrastructure assets with an option to increase its equity stake to 49% within six months of closing • Dow is exp

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 (December 8, 2024) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

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Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow Announces Appointment of Karen S. Carter as Chief Operating Officer MIDLAND, Mich. – December 3, 2024 – Dow (NYSE: DOW) today announced that Karen S. Carter, currently president of Dow Packaging & Specialty Plastics, has been appointed to the role of Chief Operating Officer, effective immediately. Carter will be respon

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 (November 26, 2024) Commission File Number Exact Name of Registrant as Specified in its Charter,  Principal Office Address and Telephone Number  State of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Nam

Three Months Ended Sep 30 Three Months Ended Jun 30 In millions, except margin percentages 3Q24 3Q23 vs. SQLY [B / (W)] 2Q24 vs. PQ [B / (W)] Net Sales $ 2,962 $ 3,035 $ (73) $ 2,951 $ 11 Operating EBIT $ (53) $ 21 $ (74) $ 7 $ (60) Operating EBIT Ma

Exhibit 99.1 October 24, 2024 Dow reports third quarter 2024 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $0.30; operating earnings per share (EPS)1 was $0.47, compared to $0.48 in the year-ago period and $0.68 in the prior quarter. Op. EPS excludes significant items totaling $0.17 per share, including restructuring and efficiency costs and charges related to a previously divested bus

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

DOW / Dow Inc. / STATE STREET CORP Passive Investment

SC 13G/A 1 DowInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DOW INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 260557103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Dow Provides Update on Third Quarter 2024 Earnings Guidance

Exhibit 99.1 September 12, 2024 Dow Provides Update on Third Quarter 2024 Earnings Guidance MIDLAND, Mich. – Sept. 12, 2024 – Dow Inc. (NYSE: DOW) today provided an update to its third quarter 2024 earnings guidance. The Company expects third quarter revenue to be approximately $10.6 billion and Operating EBITDA1 to be approximately $1.3 billion. “The updated third quarter outlook is largely drive

EX-99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended Jun 30 Three Months Ended Mar 31 In millions, except margin percentages 2Q24 2Q23 vs. SQLY [B / (W)] 1Q24 vs. PQ [B / (W)] Net Sales $ 2,951 $ 3,177 $ (226) $ 3,008 $ (57) Operating EBIT $ 7 $ (35) $ 42 $ 87 $ (80) Operating EBIT M

Exhibit 99.1 July 25, 2024 Dow reports second quarter 2024 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $0.62; operating earnings per share (EPS)1 was $0.68, compared to $0.75 in the year-ago period and $0.56 in the prior quarter. Operating EPS excludes significant items in the quarter related to restructuring and efficiency costs totaling $0.06 per share. •Net sales were $10.9 billio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38646 A.Full title of the plan a

Dow Inc. The Dow Chemical Company Conflict Minerals Report

EXHIBIT 1.01 Dow Inc. The Dow Chemical Company Conflict Minerals Report BACKGROUND This Conflict Minerals Report (this “Report”), a combined report of Dow Inc. and The Dow Chemical Company (“TDCC” and together with Dow Inc., “Dow” or the “Company”), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act and Form SD (the “Rule”), for the reporting period from January 1 to December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S. Employer Identification No. 001-38646 Dow Inc. Delaware 30-1128146 2211 H.H. Dow Way, Midland, MI 48674 (989) 636-1000 00

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 (May 16, 2024) Commission Exact Name of Registrant as Specified in its Charter, State of Incorporation or I.R.S. Employer File Number Principal Office Address and Telepho

Press Information

Exhibit 99.8 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow India signs carbon neutral façade agreement with Glass Wall Systems The collaboration with India’s leading façade fabricator sets a global precedent to support carbon neutral silicone sealants for building façades MIDLAND, Mich. – May 16, 2024 – Signaling a shared commitment towards carbon neutrality, Dow Chemical Inte

Press Information

Exhibit 99.5 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow expands Propylene Glycol capacity in Thailand Increased capacity to advance downstream propylene glycol growth in personal care, pharmaceutical, food and flavor & fragrance markets MIDLAND, Michigan – May 16, 2024 – Dow (NYSE: DOW) announced today the start-up of its propylene glycol (PG) capacity expansion at its inte

Dow and SCGC sign MOU for a

Exhibit 99.4 Dow and SCGC sign MOU for a first-of-its kind partnership to transform 200KTA of plastic waste into circular products • First in the Asia Pacific market to seek a holistic value chain solution for circular plastic. • 200KTA of plastic waste will be processed through both advanced and mechanical recycling by 2030. • Partnership expands 37-year long successful JV in Thailand to enable c

Press Information

Exhibit 99.6 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow starts commercial operations of its adhesive and gap filler production line at its Polyurethanes Systems House in Ahlen, Germany New capacity will support and advance battery assembly solution growth in the e-mobility segment MIDLAND, Mich. – May 16, 2024 – Dow (NYSE: DOW) announced today the mechanical completion of i

Press Information

Exhibit 99.7 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow, State of Wyoming and University of Wyoming partner to advance oil recovery Field pilot projects under the Wyoming Gas Injection Initiative will extend the life of oilfields and recover more oil with fewer resources MIDLAND, Mich, – May 16, 2024 – In a unique state-university-industry collaboration, Dow (NYSE: DOW), th

Advancing Value Growth Jim Fitterling

Exhibit 99.1 Dow 2024 Investor Day Agenda Clear Financial Advancing Value Executing Dow’s Path2Zero Priorities to Advance Growth Strategic Vision Value Growth Presentations Presentation Panel Discussion Presentation Jim Fitterling Packaging & Specialty Plastics Jim Fitterling Jeff Tate Karen S. Carter Chair and CEO Chair and CEO CFO President, P&SP John Sampson Industrial Intermediates & Infrastru

Press Information

Exhibit 99.2 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces targets to conserve water and nature • Dow expands Protect the Climate targets to include climate adaptation benchmarks focused on water and nature • This reflects Dow’s holistic approach to climate protection, considering both climate change mitigation and adaptation MIDLAND, Mich. – May 16, 2024 – Dow (NYSE

Dow and Freepoint

Exhibit 99.3 Dow and Freepoint Eco-Systems announce supply agreement to transform plastic waste into new circular products The supply agreement for 65,000 metric tons of circular feedstock advances the Companies’ shared goal to support a circular economy for plastics in North America. • Once completed, Freepoint Eco-Systems’ advanced recycling facility, to be built in Arizona, will be ISCC Plus-Ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

Three Months Ended Mar 31 Three Months Ended Dec 31 In millions, except margin percentages 1Q24 1Q23 vs. SQLY [B / (W)] 4Q23 vs. PQ [B / (W)] Net Sales $ 3,008 $ 3,378 $ (370) $ 2,948 $ 60 Operating EBIT $ 87 $ 123 $ (36) $ 15 $ 72 Operating EBIT Mar

Exhibit 99.1 April 25, 2024 Dow reports first quarter 2024 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $0.73; operating earnings per share (EPS)1 was $0.56, compared to $0.58 in the year-ago period and $0.43 in the prior quarter. Operating EPS excludes significant items in the quarter, including income tax-related items and restructuring and efficiency costs, totaling $0.17 per share

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

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EX-99.1 2 d819165dex991.htm EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces results from 2024 Annual Stockholder Meeting • Declares quarterly dividend of 70 cents per share • Richard K. Davis re-elected independent lead director MIDLAND, Mich. – April 11, 2024 – Dow (NYSE: DOW) is pleased to report the preliminary results of its 2024 Annual Meeting

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 (April 11, 2024) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

DOW / Dow Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0019-dowinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Dow Inc Title of Class of Securities: Common Stock CUSIP Number: 260557103 Date of Event Which Requires Filing of this Statement: March 28, 2024 Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Dow Inc. (DOW) Vote Yes: Item #5 Shareholder Proposal on Single-Use Plastics Annual Meeting: April 11, 2024

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Dow Inc Name of persons relying on exemption: As You Sow® Address of persons relying on exemption: Main Post Office, P.O. Box 7451, Berkeley, CA 94704 Written materials are submitted pursuant to Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

DEF 14A

2024 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENTNotice of Annual Meeting of Stockholders Dear Dow Stockholder, You are invited to attend the 2024 Annual Meeting of Stockholders of Dow Inc.

Amended and Restated Bylaws of Dow Inc., effective as of February 15, 2024.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DOW INC. Incorporated Under the Laws of Delaware Effective as of February 15, 2024 SECTION I – CAPITAL STOCK 1.1. Certificates. Shares of the capital stock of Dow Inc. (the “Company”), may be certificated or uncertificated in accordance with the General Corporation Law of Delaware (the “DGCL”); provided that, the shares of common stock, par value $0.01 pe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 (February 15, 2024) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation

DOW / Dow Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0052-dowinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Dow Inc Title of Class of Securities: Common Stock CUSIP Number: 260557103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 (February 7, 2024) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

Underwriting Agreement, dated as of February 7, 2024, among The Dow Chemical Company and the several underwriters named therein.

Exhibit 1.1 Execution Version $1,250,000,000 THE DOW CHEMICAL COMPANY $600,000,000 5.150% Notes due 2034 $650,000,000 5.600% Notes due 2054 Underwriting Agreement New York, New York February 7, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 HSBC Securities (USA) Inc. 452 Fifth Avenue New York, New York

Form of 5.600% Notes due 2054.

Exhibit 4.3 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN W

Form of 5.150% Notes due 2034.

Exhibit 4.2 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of Regi

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.2 We consent to the incorporation by reference of our reports dated January 31, 2024, relating to (i) the consolidated financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of TDCC's internal control over financial reporting, appearing in the Annual

Consent of Independent Registered Public Accounting Firm for Dow Inc.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.1 We consent to the incorporation by reference of our reports dated January 31, 2024, relating to (i) the consolidated financial statements and financial statement schedule of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company's internal control over financial reporting, appearing in the Annual

Subsidiaries of Dow Inc.

Subsidiaries of Dow Inc. EXHIBIT 21 At December 31, 2023 Location* This list includes companies for which the effective ownership by Dow Inc. is 50 percent or more. Dow Inc. Delaware The Dow Chemical Company Delaware American Mortell Corporation Texas Mortell Company Delaware Battleground Water Company Texas Chemars III LLC Delaware Dow Asia Pacific Limited Delaware Dow Chemical Pacific Limited Ho

Compensation Clawback Policy effective as of December 1, 2023.

Dow Inc. and Subsidiaries The Dow Chemical Company and Subsidiaries EXHIBIT 97 DOW INC. COMPENSATION CLAWBACK POLICY The Board of Directors (the “Board”) of Dow Inc. (the “Company”) believes that it is in the best interest of the Company and its shareholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has t

Form of Performance Stock Unit Award Agreement under the Dow Inc. 2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.8 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.5.8 PERFORMANCE STOCK UNIT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted performance stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). As used he

Form of Stock Appreciation Right Award Agreement under the Dow Inc. 2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.10 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.5.10 STOCK APPRECIATION RIGHT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted a stock appreciation right (this “SAR” or this “Award”) with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. As us

Form of Stock Option Award Agreement under the Dow Inc. 2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.11 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.5.11 STOCK OPTION AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted a stock option (this “Option” or this “Award”) to purchase a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. As used herein, “Notice” means

The Dow Chemical Company Elective Deferral Plan (Post 2004), restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.9 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.9 The Dow Chemical Company Elective Deferral Plan (Post 2004) Restated and Effective as of January 1, 2024 1 TABLE OF CONTENTS Page Article I Purpose and Effective Date 5 Article II Definitions 6 2.01. Administrator 6 2.02. Appeals Administrator 6 2.03. Base Salary 6 2.04. Base Salary Deferral 6 2.05. Beneficiary 6 2.06. Board 6 2.07. Change of Control 6 2.08. CHRO 7 2.09. Code 7 2.10.

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to Dow Inc. and The Dow Chemical Company's Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 4.5 DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions set forth certain material terms and provisions of the securities of Dow Inc. and The Dow Chemical Company that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the Annual Rep

Form of Restricted Stock Unit Award Agreement under the Dow Inc. 2019 Stock Incentive Plan effective as of December 13, 2023 (incorporated by reference to Exhibit 10.5.9 to Dow Inc.’s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.5.9 RESTRICTED STOCK UNIT AWARD AGREEMENT DOW INC. 2019 STOCK INCENTIVE PLAN The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted restricted stock units with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). As used here

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

The Dow Chemical Company Executives' Supplemental Retirement Plan - Restricted and Cadre Benefits, restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.6 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.6 THE DOW CHEMICAL COMPANY EXECUTIVES’ SUPPLEMENTAL RETIREMENT PLAN — RESTRICTED AND CADRE BENEFITS Restated Effective January 1, 2024 1 TABLE OF CONTENTS Page Article I. Definitions 6 Article II. Participation 11 2.1. Eligibility and Participation 11 2.2. Termination of Active Participation 11 Article III. Restricted and Cadre Benefits 12 3.1. Calculation of Restricted Benefits 12 3.2.

The Dow Chemical Company Executives' Supplemental Retirement Plan - Supplemental Benefits, restated and effective as of January 1, 2024 (incorporated by reference to Exhibit 10.7 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on January 30, 2024).

EXHIBIT 10.7 THE DOW CHEMICAL COMPANY EXECUTIVES’ SUPPLEMENTAL RETIREMENT PLAN — SUPPLEMENTAL BENEFITS Restated Effective January 1, 2024 1 TABLE OF CONTENTS Page Article I. Definitions 6 Article II. Participation 11 2.1. Eligibility and Participation 11 2.2. Termination of Active Participation 11 Article III. Supplemental Retirement Benefits 12 3.1. DEPP Component Supplemental Retirement Benefits

vs. SQLY [B / (W)]

Exhibit 99.1 January 25, 2024 Dow reports fourth quarter 2023 results FINANCIAL HIGHLIGHTS •GAAP loss per share was $0.15; operating earnings per share (EPS)1 was $0.43, compared to $0.46 in the year-ago period and $0.48 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.58 per share, primarily from a one-time non-cash settlement charge aligned to our pensio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 (December 14, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 (December 14, 2023) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 (October 20, 2023) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

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EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Howard Ungerleider to Retire from Dow; Jeffrey L. Tate Named Chief Financial Officer MIDLAND, MI – October 24, 2023 – Dow Inc. (NYSE: DOW) today announced that Howard Ungerleider has elected to retire from the Company to pursue new opportunities following 33 years of service with Dow. The Board of Directors has ele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Nam

Three Months Ended Sep 30 Three Months Ended Jun 30 In millions, except margin percentages 3Q23 3Q22 vs. SQLY [B / (W)] 2Q23 vs. PQ [B / (W)] Net Sales $ 3,035 $ 4,059 $ (1,024) $ 3,177 $ (142) Operating EBIT $ 21 $ 167 $ (146) $ (35) $ 56 Operating

Exhibit 99.1 October 24, 2023 Dow reports third quarter 2023 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $0.42; operating earnings per share (EPS)1 was $0.48, compared to $1.11 in the year-ago period and $0.75 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.06 per share, primarily related to costs associated with the Company’s 2023 Restructu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended Jun 30 Three Months Ended Mar 31 In millions, except margin percentages 2Q23 2Q22 vs. SQLY [B / (W)] 1Q23 vs. PQ [B / (W)] Net Sales $ 3,177 $ 4,370 $ (1,193) $ 3,378 $ (201) Operating EBIT $ (35) $ 426 $ (461) $ 123 $ (158) Operat

Exhibit 99.1 July 25, 2023 Dow reports second quarter 2023 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $0.68; operating earnings per share (EPS)1 was $0.75, compared to $2.31 in the year-ago period and $0.58 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.07 per share, primarily related to costs associated with the Company’s 2023 Restructuri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO

11-K 1 dow202211k.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38646

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorpor

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S. Employer Identification No. 001-38646 Dow Inc. Delaware 30-1128146 2211 H.H. Dow Way, Midland, MI 48674 (989) 636-1000

Conflict Minerals Report of Dow Inc. and The Dow Chemical Company for the reporting period from January 1 to December 31, 2022.

EX-1.01 EXHIBIT 1.01 Dow Inc. The Dow Chemical Company Conflict Minerals Report BACKGROUND This Conflict Minerals Report (this “Report”), a combined report of Dow Inc. and The Dow Chemical Company (“TDCC” and together with Dow Inc., “Dow” or the “Company”), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act and Form SD (the “Rule”), for the reporting period from January 1 to D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended Mar 31 Three Months Ended Dec 31 In millions, except margin percentages 1Q23 1Q22 vs. SQLY [B / (W)] 4Q22 vs. PQ [B / (W)] Net Sales $ 3,378 $ 4,524 $ (1,146) $ 3,653 $ (275) Operating EBIT $ 123 $ 661 $ (538) $ 164 $ (41) Operatin

Exhibit 99.1 April 25, 2023 Dow reports first quarter 2023 results FINANCIAL HIGHLIGHTS •GAAP loss per share was $0.13; operating earnings per share (EPS)1 was $0.58, compared to $2.34 in the year-ago period and $0.46 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.71 per share, primarily due to restructuring costs and a litigation matter. •Net sales were

###

EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces results from 2023 Annual Stockholder Meeting • Declares quarterly dividend of 70 cents per share • Richard K. Davis re-elected independent lead director MIDLAND, Mich. – April 13, 2023 – Dow (NYSE: DOW) is pleased to report the preliminary results of its 2023 Annual Meeting of Stockholders. Today stoc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 (April 13, 2023) C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 (April 13, 2023) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

AGFS / AgroFresh Solutions Inc / Dow Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* AgroFresh Solutions, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 00856G109 (CUSIP Number) Jonathan P. Wendt Assistant Secretary and Senior Managing Counsel Dow Inc. 2211 H.H. Dow Way Midland, MI 48674 (9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Dow Inc. (DOW) Vote Yes: Item #5 Shareholder Proposal on Single-Use Plastics Annual Meeting: April 13, 2023

Main Post Office, P.O. Box 751 www.asyousow.org Berkeley, CA 94704 BUILDING A SAFE, JUST, AND SUSTAINABLE WORLD SINCE 1992 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: Dow Inc. (DOW) Name of persons relying on exemption: As You Sow Address of persons relying on exemption: Main Post Office, P.O. Box 7451, Berkeley, CA 94704 Written materials are submitted pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE CO MM ISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE CO MM ISSION Washington, D.

COURTESY PDF

2023 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENTNotice of Annual Meeting of Stockholders Dear DowStockholder, You are invited to attend the 2023 Annual Meeting of Stockholders of Dow Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

DOW / Dow Chemical Co. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Dow Inc. Title of Class of Securities: Common Stock CUSIP Number: 260557103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of Regi

Subsidiaries of Dow Inc.

Subsidiaries of Dow Inc. EXHIBIT 21 At December 31, 2022 Location* This list includes companies for which the effective ownership by Dow Inc. is 50 percent or more. Dow Inc. Delaware The Dow Chemical Company Delaware American Mortell Corporation Texas Mortell Company Delaware Battleground Water Company Texas Chemars III LLC Delaware DCOMCO, Inc. Delaware Dow Chemical (China) Investment Company Lim

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.2 We consent to the incorporation by reference of our reports dated February 1, 2023, relating to (i) the consolidated financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of TDCC's internal control over financial reporting, appearing in the Annual

Consent of Independent Registered Public Accounting Firm for Dow Inc.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.1 We consent to the incorporation by reference of our reports dated February 1, 2023, relating to (i) the consolidated financial statements and financial statement schedule of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company's internal control over financial reporting, appearing in the Annual

DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

EXHIBIT 4.5 DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions set forth certain material terms and provisions of the securities of Dow Inc. and The Dow Chemical Company that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the Annual Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

vs. SQLY [B / (W)]

Exhibit 99.1 January 26, 2023 Dow reports fourth quarter 2022 results FINANCIAL HIGHLIGHTS •GAAP earnings per share (EPS) was $0.85; operating EPS1 was $0.46, compared to $2.15 in the year-ago period and $1.11 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.39 per share, primarily due to the successful and final resolution and recognition of a long-runnin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation

vs. SQLY [B / (W)]

Exhibit 99.1 January 26, 2023 Dow reports fourth quarter 2022 results FINANCIAL HIGHLIGHTS •GAAP earnings per share (EPS) was $0.85; operating EPS1 was $0.46, compared to $2.15 in the year-ago period and $1.11 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.39 per share, primarily due to the successful and final resolution and recognition of a long-runnin

Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 (January 25, 2023) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

Underwriting Agreement, dated as of October 24, 2022, among The Dow Chemical Company and the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version $1,500,000,000 THE DOW CHEMICAL COMPANY $600,000,000 6.300% Notes due 2033 $900,000,000 6.900% Notes due 2053 Underwriting Agreement New York, New York October 24, 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 HSBC Securities (USA) Inc. 452 Fifth Avenue New York, N

Form of 6.300% Notes due 2033.

EX-4.2 Exhibit 4.2 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NO

Form of 6.900% Notes due 2053.

EX-4.3 Exhibit 4.3 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2022 (October 24, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2022 (October 24, 2022) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Nam

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

Three Months Ended September 30 Three Months Ended June 30 In millions, except margin percentages 3Q22 3Q21 vs. SQLY [B / (W)] 2Q22 vs. PQ [B / (W)] Net Sales $ 4,059 $ 4,481 $ (422) $ 4,370 $ (311) Operating EBIT $ 167 $ 713 $ (546) $ 426 $ (259) Op

Exhibit 99.1 October 20, 2022 Dow reports third quarter 2022 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $1.02; Operating EPS1 was $1.11, compared to $2.75 in the year-ago period and $2.31 in the prior quarter, reflecting margin compression due to higher energy costs, primarily in Europe, the Middle East, Africa and India (EMEAI). ? Net sales were $14.1 billion, down 5% versus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2022 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended June 30 Three Months Ended March 31 In millions, except margin percentages 2Q22 2Q21 vs. SQLY [B / (W)] 1Q22 vs. PQ [B / (W)] Net Sales $ 4,370 $ 4,215 $ 155 $ 4,524 $ (154) Operating EBIT $ 426 $ 648 $ (222) $ 661 $ (235) Operatin

Exhibit 99.1 July 21, 2022 Dow reports second quarter 2022 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $2.26; Operating EPS1 was $2.31, compared to $2.72 in the year-ago period and $2.34 in the prior quarter. Operating EPS excludes significant items in the quarter, totaling $0.05 per share, primarily related to digitalization program costs. ?Net sales were $15.7 billion, up 13%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ¨ TRANSITION REPORT PURSUANT TO

11-K 1 dow202111k.htm 11-K THE DOW CHEMICAL COMPANY EMPLOYEES' SAVINGS PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telepho

Table of Contents As filed with the Securities and Exchange Commission on June 13, 2022 Registration Statement No.

Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee, for the form of indenture with Dow Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for The Dow Chemical Company.

EXHIBIT 23.1.2 Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 4, 2022, relating to (i) the consolidated financial statements of The Dow Chemical Company and subsidiaries (?TDCC?) and (ii) the effectiveness of TDCC?s internal control over financial reporting, appearing in

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Dow Inc.

EXHIBIT 23.1.1 Consent Of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 4, 2022, relating to (i) the consolidated financial statements of Dow Inc. and subsidiaries (the ?Company?), and (ii) the effectiveness of the Company?s internal control over financial reporting, appearing in t

Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., as trustee, for the indenture, dated as of July 26, 2019, with The Dow Chemical Company, as issuer, Dow Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-

Filing Fee Table.

EX-FILING FEES 8 d305532dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Dow Inc. (Exact Name of Registrant as Specified in its Charter) The Dow Chemical Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title* Fee Calculation or Carry Forward Rule Amou

Conflict Minerals Report of Dow Inc. and The Dow Chemical Company.

EXHIBIT 1.01 Dow Inc. The Dow Chemical Company Conflict Minerals Report BACKGROUND This Conflict Minerals Report (this ?Report?), a combined report of Dow Inc. and The Dow Chemical Company (?TDCC? and together with Dow Inc., ?Dow? or the ?Company?), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act and Form SD (the ?Rule?), for the reporting period from January 1 to December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S. Employer Identification No. 001-38646 Dow Inc. Delaware 30-1128146 2211 H.H. Dow Way, Midland, MI 48674 (989) 636-1000 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2022 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended March 31 Three Months Ended December 31 In millions, except margin percentages 1Q22 1Q21 vs. SQLY [B / (W)] 4Q21 vs. PQ [B / (W)] Net Sales $ 4,524 $ 3,607 $ 917 $ 4,548 $ (24) Operating EBIT $ 661 $ 326 $ 335 $ 595 $ 66 Operating

Exhibit 99.1 April 21, 2022 Dow reports first quarter 2022 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $2.11; Operating EPS1 was $2.34, compared to $1.36 in the year-ago period. Operating EPS excludes certain items in the quarter, totaling $0.23 per share, primarily due to asset-related charges. ?Net sales were $15.3 billion, up 28% versus the year-ago period, reflecting gains

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2022 (April 14, 2022) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

###

Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces results from 2022 Annual Stockholder Meeting Richard K. Davis re-elected independent lead director MIDLAND, Mich. ? April 14, 2022 ? Dow (NYSE: DOW) is pleased to report the preliminary results of its 2022 Annual Meeting of Stockholders. Today stockholders elected Samuel R. Allen, Gaurdie Banister Jr., Wesley

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

DEF 14A

DOW / Dow Chemical Co. (The) / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dow Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 260557103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

DOW CONFIDENTIAL - Do not share without permission General Business

Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Jerri DeVard nominated to Dow?s Board of Directors MIDLAND, Mich. ? February 10, 2022 ? Dow (NYSE: DOW) today announced its Board of Directors has nominated Jerri DeVard, former executive vice president and chief customer officer for Office Depot, Inc., to stand for election at the Company?s Annual Meeting of Stockholders

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 (February 10, 2022) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation

DOW / Dow Chemical Co. (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Dow Inc. Title of Class of Securities: Common Stock CUSIP Number: 260557103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

Consent of Independent Registered Public Accounting Firm for Dow Inc.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.1 We consent to the incorporation by reference of our reports dated February 4, 2022, relating to (i) the consolidated financial statements and financial statement schedule of Dow Inc. and subsidiaries (the ?Company?), and (ii) the effectiveness of the Company's internal control over financial reporting, appearing in the Annual

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of Regi

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.2 We consent to the incorporation by reference of our reports dated February 4, 2022, relating to (i) the consolidated financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (?TDCC?) and (ii) the effectiveness of TDCC's internal control over financial reporting, appearing in the Annual

Subsidiaries of Dow Inc.

Subsidiaries of Dow Inc. EXHIBIT 21 At December 31, 2021 Location* This list includes companies for which the effective ownership by Dow Inc. is 50 percent or more. Dow Inc. Delaware The Dow Chemical Company Delaware American Mortell Corporation Texas Mortell Company Delaware Arabian Chemical Company (Latex) Ltd. (1) Saudi Arabia Arabian Chemical Company (Polystyrene) Limited (1) Saudi Arabia Batt

The Dow Chemical Company Elective Deferral Plan (Post 2004) Restated and Effective as of January 1, 2022 TABLE OF CONTENTS

EXHIBIT 10.9.1 The Dow Chemical Company Elective Deferral Plan (Post 2004) Restated and Effective as of January 1, 2022 TABLE OF CONTENTS Page Article I PURPOSE AND EFFECTIVE DATE 1 Article II DEFINITIONS 3 2.01. Administrator 3 2.02. Appeals Administrator 3 2.03. Base Salary 3 2.04. Base Salary Deferral 3 2.05. Beneficiary 3 2.06. Board 3 2.07. Change of Control 4 2.08. Code 4 2.09. Common Stock

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

EXHIBIT 4.5 DESCRIPTION OF REGISTRANTS? SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions set forth certain material terms and provisions of the securities of Dow Inc. and The Dow Chemical Company that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). As of the date of the Annual Rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

vs. SQLY [B / (W)]

Exhibit 99.1 January 27, 2022 Dow reports fourth quarter 2021 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $2.32. Operating EPS1 was $2.15, compared to $0.81 in the year-ago period. Operating EPS excludes certain items, totaling $0.17 per share, primarily due to certain tax-related items. ?Net sales were $14.4 billion, up 34% versus the year-ago period, with improvement in every

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Nam

Three Months Ended September 30 Three Months Ended June 30 In millions, except margin percentages 3Q21 3Q20 vs. SQLY [B / (W)] 2Q21 vs. PQ [B / (W)] Net Sales $ 4,481 $ 3,058 $ 1,423 $ 4,215 $ 266 Operating EBIT $ 713 $ 104 $ 609 $ 648 $ 65 Operating

Exhibit 99.1 October 21, 2021 Dow reports third quarter 2021 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $2.23; Operating EPS1 was $2.75, compared to $0.50 in the year-ago period. Operating EPS excludes certain items in the quarter, totaling $0.52 per share, primarily related to an early extinguishment of debt. ?Net sales were $14.8 billion, up 53% versus the year-ago period an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

### Page 2 of 3 ®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Exhibit 99.5 Dow expands global capabilities for circular plastics, with initial products available for customers in 2022 ? Advancements in the U.S. and Europe will enable Dow to produce circular polymers from materials previously considered unrecyclable ? Company on-track to secure key third-party certifications for assuring circular plastic products to its customers MIDLAND, Mich. ? October 6, 2

# # # Page 4 of 4 ®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Exhibit 99.4 Dow announces plan to build world?s first net-zero carbon emissions ethylene and derivatives complex ? Organic, brownfield investment would more than triple Dow?s ethylene and polyethylene capacity from its Fort Saskatchewan, Alberta site while retrofitting the entire site to net-zero scope 1 and 2 carbon dioxide emissions ? Decarbonizes ~20% of Dow?s global ethylene capacity while gr

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S

# # # Page 4 of 4 ®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

EX-99.2 3 d187434dex992.htm EX-99.2 Exhibit 99.2 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow outlines investment plans to deliver >$3B of additional underlying EBITDA growth with clear path to zero-carbon emissions ● Growth projects further solidify leadership positions, designed to capture demand and value growth in key-end market verticals growing above GDP ● Accelerates p

Disciplined Value Growth with Clear Financial Priorities Dow 2021 Investor Day Agenda Presentation Jim Fitterling, Chairman and CEO Presentations & Panel Discussions led by: Packaging Diego Donoso, President, Packaging & Specialty Plastics Infrastruc

October 6, 2021 Dow Inc. 2021 Investor Day Disciplined Value Growth with a Clear Path to Zero-Carbon Emissions Exhibit 99.1 Disciplined Value Growth with Clear Financial Priorities Dow 2021 Investor Day Agenda Presentation Jim Fitterling, Chairman and CEO Presentations & Panel Discussions led by: Packaging Diego Donoso, President, Packaging & Specialty Plastics Infrastructure Jane Palmieri, Presid

# # # Page 3 of 3 ®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Exhibit 99.3 Dow adds eight new renewable power agreements, reducing emissions by more than 600,000 tons of CO2e per year ? New agreements increase Dow?s total access to more than 850MW of clean power ? Dow maintains position as a leading purchaser of clean energy in the chemical industry and top 20 users among global corporations ? More than 25% of Dow manufacturing sites are either fully or part

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S

Title of Notes

Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow Announces Tender Offer for Senior Notes MIDLAND, Mich. ? August 16, 2021 ? The Dow Chemical Company (?TDCC?), a wholly owned subsidiary of Dow Inc. (?Dow?) (NYSE: DOW), announced today that it has commenced cash tender offers (each, individually with respect to a series of Notes, a ?Tender Offer? with respect to such series, and co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

Three Months Ended June 30 Three Months Ended March 31 In millions, except margin percentages 2Q21 2Q20 vs. SQLY [B / (W)] 1Q21 vs. PQ [B / (W)] Net Sales $ 4,215 $ 2,417 $ 1,798 $ 3,607 $ 608 Operating EBIT $ 648 $ (220) $ 868 $ 326 $ 322 Operating

Exhibit 99.1 July 22, 2021 Dow reports second quarter 2021 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $2.51; Operating EPS1 was $2.72, compared to a loss per share of $0.26 in the year-ago period and an increase of $1.36 versus the prior quarter. Operating EPS excludes certain items in the quarter, totaling $0.21 per share, primarily related to an early extinguishment of debt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38646 A.Full title of the plan a

Dow Inc. The Dow Chemical Company Conflict Minerals Report

EXHIBIT 1.01 Dow Inc. The Dow Chemical Company Conflict Minerals Report BACKGROUND This Conflict Minerals Report (this ?Report?), a combined report of Dow Inc. and The Dow Chemical Company (?TDCC? and together with Dow Inc., ?Dow? or the ?Company?), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1), for the reporting period from January 1 to December 31, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dow Inc. (Exact name of registrant as specified in its charter) Delaware 001-38646 30-1128146 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Dow Inc. (Exact name of registrant as specified in its charter) Delaware 001-38646 30-1128146 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2211 H.H. Dow Way, Midland, Michigan 48674 (Address of principal executive offices) (Zip C

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT EXCELLENT PERFORMANCE CHEMICALS COMPANY DOW SAUDI ARABIA HOLDING B.V. relating to the SADARA PROJECT Dated as of ___March 25_____, 2021

Exhibit 99.1 EXECUTION VERSION AMENDED AND RESTATED SHAREHOLDERS? AGREEMENT between EXCELLENT PERFORMANCE CHEMICALS COMPANY and DOW SAUDI ARABIA HOLDING B.V. relating to the SADARA PROJECT Dated as of March 25, 2021 Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) the type of information that The Dow Chemica

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

EX-23.1.2 Exhibit 23.1.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2021, relating to (i) the consolidated financial statements of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of the TDCC’s internal control over financial reporting,

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of

- S-8

As filed with the Securities and Exchange Commission on April 23, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dow Inc.

Consent of Independent Registered Public Accounting Firm for Dow Inc.

EX-23.1.1 Exhibit 23.1.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2021, relating to (i) the consolidated financial statements of Dow Inc. and subsidiaries (“Dow”) and (ii) the effectiveness of the Dow’s internal control over financial reporting, appearing in the

- S-8

As filed with the Securities and Exchange Commission on April 23, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Dow Inc.

Consent of Independent Registered Public Accounting Firm for Dow Inc.

EX-23.1.1 Exbibit 23.1.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2021, relating to (i) the consolidated financial statements of Dow Inc. and subsidiaries (“Dow”) and (ii) the effectiveness of the Dow’s internal control over financial reporting, appearing in the

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company

EX-23.1.2 Exhibit 23.1.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 5, 2021, relating to (i) the consolidated financial statements of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of the TDCC’s internal control over financial reporting,

Financial Statements and Exhibits

CIK 0000029915 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Orga

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S.

vs. SQLY [B / (W)]

Exhibit 99.1 April 22, 2021 Dow reports first quarter 2021 results FINANCIAL HIGHLIGHTS ?GAAP earnings per share (EPS) was $1.32; Operating EPS? was $1.36, compared to $0.59 in the year-ago period. Operating EPS excludes certain items in the quarter, totaling $0.04 per share, related to restructuring implementation costs and digital acceleration spending. ?Net sales were $11.9 billion, up 22% vers

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2021 (April 15, 2021) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

Dow Inc. 2021 Employee Stock Purchase Plan effective as of April 15, 2021 (incorporated by reference to Exhibit 10.11 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 16, 2021).

Exhibit 10.11 DOW INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The Plan is intended to provide eligible employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends for offerings under the Plan to qualify as an ?employee stock purchase plan? under Section 423 of the Cod

An Amendment to the Dow Inc. 2019 Stock Incentive Plan effective as of April 15, 2021 (incorporated by reference to Exhibit 10.5.7 to Dow Inc.'s Current Report on Form 8-K filed with the SEC on April 16, 2021).

Exhibit 10.5.7 First Amendment to Dow Inc. 2019 Stock Incentive Plan By authority of Section 12 of the plan document for the Dow Inc. 2019 Stock Incentive Plan (the ?Plan?), and the authority granted under the Resolution of the Board of Directors of Dow Inc., dated February 11, 2021, the Plan is hereby amended and clarified as follows, effective April 15, 2021, subject to and contingent upon recei

###

EX-99.1 Exhibit 99.1 Press Information 2211 H.H. Dow Way Midland, MI 48674 dow.com Dow announces results from Annual Stockholder Meeting Richard K. Davis elected independent lead director MIDLAND, Mich. – April 15, 2021 – Dow Inc. (NYSE: DOW) is pleased to report the preliminary results of its 2021 Annual Meeting of Stockholders. Today stockholders elected Samuel R. Allen, Gaurdie Banister Jr., We

- DEFA14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy St

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 (March 25, 2021) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Or

- DEFA14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy St

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

DEF 14A

Notice of Annual Meeting of Stockholders & Proxy Statement 2021Notice of Annual Meeting of Stockholders Dear Dow Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 (March 4, 2021) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Orga

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Dow Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 260557103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Dow Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 260557103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

DOW CONFIDENTIAL - Do not share without permission

EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow Board of Directors nominates Debra L. Dial and Luis A. Moreno to the Board MIDLAND, Mich. – February 11, 2021 – Dow (NYSE: DOW) today announced that its Board of Directors has nominated Debra L. Dial, Senior Vice President and Controller, AT&T Inc. and Luis A. Moreno, former President, Inter-American Developmen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 (February 11, 2021) Commission File Number E?xact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporatio

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Dow Inc. Title of Class of Securities: Common Stock CUSIP Number: 260557103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.5 DESCRIPTION OF REGISTRANTS’ SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions set forth certain material terms and provisions of the securities of Dow Inc. and The Dow Chemical Company that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the Annual Rep

Consent of Independent Registered Public Accounting Firm for The Dow Chemical Company.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.2 We consent to the incorporation by reference of our reports dated February 5, 2021, relating to (i) the consolidated financial statements and financial statement schedule of The Dow Chemical Company and subsidiaries (“TDCC”) and (ii) the effectiveness of TDCC's internal control over financial reporting, appearing in the Annual

Subsidiaries of Dow Inc.

Subsidiaries of Dow Inc. EXHIBIT 21 At December 31, 2020 Location* This list includes companies for which the effective ownership by Dow Inc. is 50 percent or more. Dow Inc. Delaware The Dow Chemical Company Delaware American Mortell Corporation Texas Mortell Company Delaware Arabian Chemical Company (Latex) Ltd. (1) Saudi Arabia Arabian Chemical Company (Polystyrene) Limited (1) Saudi Arabia Batt

Consent of Independent Registered Public Accounting Firm for Dow Inc.

Consent of Independent Registered Public Accounting Firm EXHIBIT 23.1.1 We consent to the incorporation by reference of our reports dated February 5, 2021, relating to (i) the consolidated financial statements and financial statement schedule of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company's internal control over financial reporting, appearing in the Annual

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Name of Regi

vs. SQLY [B / (W)]

Exhibit 99.1 January 28, 2021 Dow reports fourth quarter 2020 results FINANCIAL HIGHLIGHTS •GAAP earnings per share was $1.65; Operating EPS¹ was $0.81, excluding significant items in the quarter totaling $0.84 per share, primarily related to a gain on the sale of certain U.S. Gulf Coast marine and terminal operations and assets, as well as a gain associated with a legal matter. •Net sales were $1

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Exact Nam

vs. SQLY [B / (W)]

Exhibit 99.1 October 22, 2020 Dow reports third quarter 2020 results FINANCIAL HIGHLIGHTS •GAAP loss per share was $0.04; Operating EPS¹ was $0.50 and excludes significant items in the quarter totaling $0.54 per share, primarily related to restructuring and asset-related charges, net of a gain on the divestiture of non-revenue generating rail infrastructure assets. •Net sales were $9.7 billion, do

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2020 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.

Material Impairments, Costs Associated with Exit or Disposal Activities, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 (September 29, 2020) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporati

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EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Peter Holicki to retire; John Sampson to rejoin Dow as senior vice president, Operations, Manufacturing & Engineering MIDLAND, Mich. – September 15, 2020 – Dow (NYSE: DOW) announced today that John Sampson, executive vice president, Business Operations for Olin Corporation, has been named senior vice president, Ope

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2020 (September 14, 2020) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporati

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EX-99.1 Exhibit 99.1 Press Information 2211 H. H. Dow Way Midland, MI 48674 dow.com Dow announces completion of senior notes offering and repayment of $1.25 billion principal outstanding balance of Dow Silicones Corporation term loan MIDLAND, Mich. – August 26, 2020 – The Dow Chemical Company (“TDCC”), a wholly-owned subsidiary of Dow Inc. (NYSE: DOW), announced today the completion of a public of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or Organization I.R.S

Form of 2.100% Notes due 2030.

EX-4.2 Exhibit 4.2 Form of 2.100% Notes due 2030 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTER

Form of 3.600% Notes due 2050.

EX-4.3 Exhibit 4.3 Form of 3.600% Notes due 2050 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTER

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20 , 2020 (August 17, 2020) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of Incorporation or