Dow : 2024 Proxy Statement

2024

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS & PROXY STATEMENT

Notice of Annual Meeting of Stockholders

Dear Dow Stockholder,

You are invited to attend the 2024 Annual Meeting of Stockholders of Dow Inc. (the "2024 Meeting") online at www.virtualshareholdermeeting.com/DOW2024.

At the 2024 Meeting, stockholders will vote on the following matters either by proxy or in person at the virtual meeting:

Election of the Directors named in the Proxy Statement

Advisory Resolution to Approve Executive Compensation

Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024

Stockholder Proposals, if properly presented

Transaction of any other business as may properly be brought before the 2024 Meeting

	Meeting Date		Record Date	Meeting Time
	Thursday, April 11, 2024		Thursday, February 15, 2024	8:00 AM Eastern Time
			Virtual Meeting
		www.virtualshareholdermeeting.com/DOW2024

HOW TO VOTE IN ADVANCE OF THE 2024 MEETING

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2024 Meeting online. To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. The independent tabulator must receive any proxy that will not be delivered electronically at the 2024 Meeting by 11:59 PM Eastern Time on April 10, 2024.

www.proxyvote.com

1-800-690-6903 or the number provided on your voting instructions

Use the postage-paid envelope provided if you received printed proxy materials

The Board of Directors of Dow Inc. (the "Board") has set the close of business on February 15, 2024, as the record date for determining stockholders who are entitled to receive notice of and to vote at the 2024 Meeting and any adjournment or postponement thereof.

As permitted by the SEC rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about March 1, 2024 (the "Notice of Internet Availability of Proxy Materials"). The Notice of Internet Availability of Proxy Materials included instructions on how to vote and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a low-cost way to furnish stockholders with their proxy materials. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.

2024 | Dow Proxy Statement

i

Notice of Annual Meeting of Stockholders

HOW TO ATTEND THE 2024 MEETING

You are invited to attend the 2024 Meeting online at www.virtualshareholdermeeting.com/DOW2024.

Dow is pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel.

To participate in the 2024 Meeting, you must be a stockholder of record and log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. Whether or not you participate in the 2024 Meeting online, it is important that your shares are included in the voting process.

If you are a beneficial stockholder, please follow the instructions on the voting instruction form provided by your bank or broker or other nominee in order to participate in the 2024 Meeting. Please contact your bank or broker if you have questions about how to obtain your control number.

Interested persons who are not stockholders may also access the 2024 Meeting as guests, but will not be able to vote or ask questions during the 2024 Meeting.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 2024 Meeting using the "Ask a Question" field on the virtual meeting website.

You will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question.

Time has been allocated on the agenda to respond to questions submitted during the 2024 Meeting. Questions we do not answer during the 2024 Meeting will be answered in writing and posted on the Company's website at www.dow.com/investors.

For more information, see the section titled "Voting and Attendance Procedures" on page vi. Please refer to the 2024 Meeting Rules of Conduct and Procedures for more information on how to vote, how to ask questions and other procedures for the 2024 Meeting. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2024 Meeting at www.virtualshareholdermeeting.com/DOW2024.

A replay of the 2024 Meeting will be made available promptly at www.dow.com/investors and it will remain available for at least one year.

We encourage you to join the 2024 Meeting early. Online access will begin approximately 15 minutes before the start at 8:00 AM Eastern Time. If you encounter technical difficulties during the check-in or while attending the meeting, we have technicians available to help you. The technical support contact information will be posted on the 2024 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 2024 Meeting login page. Any updated information regarding the 2024 Meeting will be posted at www.dow.com/investors.

Thank you for your continued support and interest in Dow.

Amy E. Wilson

General Counsel and Corporate Secretary

March 1, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 11, 2024

The Notice of Internet Availability of Proxy Materials, Proxy Statement

and Annual Report are available at www.proxyvote.com.

ii 2024 | Dow Proxy Statement

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement are "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow's control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow's products; Dow's expenses, future revenues and profitability; any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow's business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow's contemplated capital and operating projects; Dow's ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow's products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow's products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow's intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow's significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow's information technology networks and systems, including the impact of cyberattacks; and risks related to Dow's separation from DowDuPont Inc. such as Dow's obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and the Company's subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow's business. Dow Inc. and The Dow Chemical Company ("TDCC") assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

The Company's website, reports and social media feeds are not part of or incorporated by reference into this Proxy Statement.

2024 | Dow Proxy Statement

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Table of Contents

Table of Contents

Notice of Annual Meeting of Stockholders	i
Cautionary Statement Regarding Forward-Looking
Statements	iii
Table of Contents	iv
Defined Terms	v
Voting and Attendance Procedures	vi
Additional Information	x
A Message from our Independent Lead Director	xii

Proxy Statement Summary	1
About Dow	2
2023 Highlights	3
Our Environmental, Social and Governance Priorities	4
Environmental Performance	5
Inclusion, Diversity and Equity	7
Community	10
Corporate Governance	11
Executive Compensation	15
Stockholder Engagement	16

Corporate Governance	17
Corporate Governance Guidelines	17
Director Independence	17
Board Leadership Structure	18
Board Committees	19
Board's Role in the Oversight of Strategy and Priorities	24
Board's Role in the Oversight of Risk Management	24
Cybersecurity and Information Security	26
Code of Conduct	26
Political Engagement and Disclosure	27
Stockholder Engagement	28
Communications with the Board and Directors	28
Board, Committee and Annual Meeting Attendance	28
Executive Sessions of Directors	28
Director Qualification and Diversity	29
Director Orientation and Education	29
Identifying Director Candidates	30
Director Candidate Nominations through Proxy Access	30
Service on Other Public Company Boards	30
Board and Committee Evaluation Process	31
Board Refreshment and Succession Planning	31

Certain Relationships and Related Transactions	32
Related Person Transactions	32
Delinquent Section 16(a) Reports	32

Board of Directors	33
Agenda Item 1: Election of Directors	33
Qualifications and Composition	34
Nominees for Election	36
Director Compensation	50
Beneficial Ownership of Company Stock	53

Compensation Discussion & Analysis	55
CD&A Executive Summary	57
Executive Compensation and Benefits	65
The Compensation Process	78
Other Considerations	81

Compensation Tables and Narrative	83
Pay Versus Performance	89
Benefits	93
Potential Payments upon Termination or Change-in-
Control	96
Compensation and Leadership Development
Committee Report	100

Management Proposals	101
Agenda Item 2: Advisory Resolution to Approve
Executive Compensation	101
Agenda Item 3: Ratification of the Appointment of the
Independent Registered Public Accounting Firm	102
Audit Committee Report	104

Stockholder Proposals	106
Agenda Item 4: Stockholder Proposal-Shareholder
Right to Act by Written Consent	106
Agenda Item 5: Stockholder Proposal-Single-Use
Plastics Report	110

Appendix	117
Non-GAAP Reconciliation	117

iv 2024 | Dow Proxy Statement

DEFINED TERMS

Capitalized terms, not otherwise defined in this Proxy Statement, have the meaning ascribed below:

2024 Meeting	2024 Annual Meeting of Stockholders of Dow Inc.
Board	Board of Directors of Dow Inc.
Carbon Emissions	GHG emissions in CO2 equivalent
CD&A	Compensation Discussion & Analysis
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Committee	In the CD&A section, Compensation and Leadership Development Committee
Company	Dow Inc. and its consolidated subsidiaries
Compensation Peer Group	Peer group utilized for market comparisons, benchmarking and setting executive and non-employee
	Director compensation
Cumulative Cash from Operations	Cash provided by operating activities-continuing operations
DEPP	Dow Employees' Pension Plan
Dow	Dow Inc. and its consolidated subsidiaries; all references to "we," "us," and "our" refer to the Company
EBIT	Earnings before interest and taxes
EDP	The Dow Chemical Company Elective Deferral Plan Post 2004, a non-qualified deferred compensation plan
ERG	Employee Resource Group-voluntaryemployee-led groups open to all Dow employees that foster
	inclusion at Dow and in the community
ESG	Environmental, social and governance
ESPP	Dow Inc. 2021 Employee Stock Purchase Plan
ESRP	Executives' Supplemental Retirement Plan-Supplemental Benefits
Free Cash Flow	"Cash provided by operating activities-continuing operations," less capital expenditures (non-GAAP)
GAAP	U.S. Generally Accepted Accounting Principles
GHG	Greenhouse gas
GRI	Global Reporting Initiative
ID&E	Inclusion, diversity and equity
LTI	Long-term incentive
NEO	Named Executive Officer
Net-zero carbon	Scope 1 and 2 carbon emissions, including reductions from technology advancements
NYSE	New York Stock Exchange
Operating EBIT	Earnings (i.e., "Income before income taxes") before interest, excluding the impact of significant items
	(non-GAAP)
Operating ROC	Net operating profit after tax (excluding significant items) divided by total average capital (non-GAAP)
Performance Award	Annual cash incentive program
PPA	Personal Pension Account
PSU	Performance stock unit
Relative TSR	Percentile ranking against the Relative TSR Peer Group of stock price appreciation plus dividends paid
Relative TSR Peer Group	Peer group utilized to measure Relative TSR performance within the performance share programs
ROC	Return on capital
RSU	Restricted stock unit
SASB	Sustainability Accounting Standards Board
Savings Plan	The Dow Chemical Company Employees' Savings Plan, a tax-qualified 401(k) plan
SEC	U.S. Securities and Exchange Commission
SIP	Dow Inc. 2019 Stock Incentive Plan
TCFD	Task Force on Climate-related Financial Disclosures
TDCC	The Dow Chemical Company
TSR	Total shareholder return
Voice	Annual employee survey that measures employee experience and satisfaction as well as leader
	effectiveness
WEF	World Economic Forum
Zero-carbon emissions	Scope 1+2+3 carbon emissions, including product benefits and reductions from technology advancements;
	Dow's 2050 carbon neutrality target refers to Dow's intention to achieve zero-carbon emissions by 2050

2024 | Dow Proxy Statement

v

Voting and Attendance Procedures

Voting and Attendance Procedures

In this Proxy Statement, you will find information on the nominees for election to the Board and other items to be voted upon at the 2024 Meeting and any adjournment or postponement of the 2024 Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company's corporate governance and compensation practices. This Proxy Statement is first being distributed to stockholders on or about March 1, 2024.

VOTE YOUR SHARES

You are entitled to vote at the 2024 Meeting if you were a stockholder as of the close of business on the record date, February 15, 2024, or hold a valid proxy for the 2024 Meeting.

To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to log in to www.proxyvote.com. You may also vote your shares online by using your 16-digit control number to log in to www.virtualshareholdermeeting.com/DOW2024 during the 2024 Meeting.

If you received printed proxy materials, you may also vote by mail. Your shares will be voted only if the proxy card or voting instruction form is properly signed and received by the Inspector of Election prior to the 2024 Meeting.

Except as provided below with respect to shares held in The Dow Chemical Company Employees' Savings Plan, if you submit your proxy and if no specific instructions are given by you, your shares will be voted as recommended by the Board.

You may revoke or change your proxy or voting instructions before the polls close at the 2024 Meeting by sending a written revocation to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, by submitting another proxy card or voting instruction form, or by submitting your vote online or by phone. The independent tabulator must receive any proxy that will not be delivered electronically at the 2024 Meeting by 11:59 PM Eastern Time on April 10, 2024.

If you are a beneficial stockholder, please follow the instructions on the voting instruction card provided by your bank or broker or other nominee to vote your shares. Please contact your bank or broker if you have questions about how to obtain your control number.

We encourage you to vote in advance, even if you plan to attend the 2024 Meeting online. Be sure to submit votes for each separate account in which you hold Dow common stock.

CONFIDENTIAL VOTING

The Company maintains vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company's management and Board unless disclosure is required by law and in certain other limited circumstances.

This practice further provides that employees may confidentially vote their shares of Company stock held by The Dow Chemical Company Employees' Savings Plan and requires the appointment of an independent tabulator and Inspector of Election for the 2024 Meeting.

PLAN SHARES

If you are enrolled in the direct stock purchase and dividend reinvestment plan administered by Computershare Trust Company, N.A. (the "Computershare CIP"), the shares of Dow common stock owned on the record date by

vi 2024 | Dow Proxy Statement

you directly in registered form, plus all shares of Dow common stock held for you in the Computershare CIP, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your Computershare CIP shares will be voted as recommended by the Board.

Participants in The Dow Chemical Company Employees' Savings Plan (the "Savings Plan") will receive a voting instruction form. Your form will provide voting instructions to Fidelity Management Trust Company (the "Savings Plan Trustee"). If no instructions are provided to the Savings Plan Trustee, the Savings Plan Trustee and/or administrators of the Savings Plan will vote the shares held pursuant to the Savings Plan according to the provisions of the Savings Plan. In order to have your Savings Plan shares voted in accordance with your voting instructions, your voting instructions must be received by 11:59 PM Eastern Time on April 8, 2024.

DOW SHARES OUTSTANDING AND QUORUM

At the close of business on the record date, February 15, 2024, there were 703,268,115 shares of Dow common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50 percent of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the 2024 Meeting.

Agenda Item

1. Election of Directors
   Each nominee must receive more FOR votes than AGAINST votes in order to be elected.
2. Advisory Resolution to Approve Executive Compensation
   Agenda Item 2 must receive more FOR votes than AGAINST votes in order to be approved.
3. Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2024
   Agenda Item 3 must receive more FOR votes than AGAINST votes in order to be approved.
4. Stockholder Proposal-Shareholder Right to Act by Written Consent
   Agenda Item 4 must receive more FOR votes than AGAINST votes in order to be approved.
5. Stockholder Proposal-Single-Use Plastics Report
   Agenda Item 5 must receive more FOR votes than AGAINST votes in order to be approved.

Abstentions and broker non-votes will be included in determining the presence of a quorum at the 2024 Meeting, but will not be counted or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 3.

Broker non-votes occur when a person holding shares through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting discretion. Under NYSE rules, even though your bank or broker is not permitted to exercise voting discretion, it may vote shares held in beneficial name only on Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm, without instruction from you, but may not vote on any other matter to be voted on at the 2024 Meeting.

A list of stockholders of record entitled to vote shall be available to any stockholder for any purpose relevant to the 2024 Meeting for 10 days prior to the 2024 Meeting upon request to the Office of the Corporate Secretary. Please send the request to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to [e-mail].

2024 | Dow Proxy Statement

vii

Voting and Attendance Procedures

PROXY SOLICITATION ON BEHALF OF THE BOARD

The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2024 Meeting, or an adjournment or postponement thereof. Dow Directors, officers and employees may solicit proxies on behalf of the Board by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard.

Dow has retained D. F. King & Co., Inc., to aid in the solicitation of stockholders for an estimated fee of $17,500, plus reasonable expenses. Arrangements have been made with brokerage houses, nominees and other custodians and fiduciaries to send materials to their principals, and their reasonable expenses will be reimbursed by Dow upon request. The cost of solicitation will be borne by the Company.

ATTENDING THE 2024 MEETING

The 2024 Meeting will be conducted in an online, virtual format. Dow is pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel. We have designed the virtual format to protect stockholder rights. For example: we have allocated time on the agenda to respond to questions submitted by stockholders, questions not answered during the 2024 Meeting will be answered in writing and posted on the Company's website at www.dow.com/investors, and we will make available a replay of the 2024 Meeting promptly at www.dow.com/investors and it will remain available for at least one year.

You are entitled to attend, vote and ask questions in the virtual 2024 Meeting if you were a stockholder as of the close of business on the record date, February 15, 2024, or hold a valid proxy for the 2024 Meeting.

To attend, vote and ask questions online during the 2024 Meeting, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to log in to www.virtualshareholdermeeting.com/DOW2024. Whether or not you participate in the 2024 Meeting online, it is important that your shares are included in the voting process.

If you are a beneficial stockholder, please follow the instructions on the voting instruction form provided by your bank or broker or other nominee in order to participate in the 2024 Meeting. Please contact your bank or broker if you have any questions about how to access the 2024 Meeting or to obtain your control number.

Interested persons who are not stockholders may also access the 2024 Meeting as guests, but will not be able to vote or ask questions during the 2024 Meeting.

We encourage you to join the 2024 Meeting early. Online access will begin approximately 15 minutes before the 8:00 AM Eastern start time. If you encounter technical difficulties during the check-in or while attending the meeting, we have technicians available to help you. The technical support contact information will be posted on the 2024 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 2024 Meeting login page. Any updated information regarding the 2024 Meeting will be posted at www.dow.com/investors.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 2024 Meeting using the "Ask a Question" field on the virtual meeting website.

You will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question. Time has been allocated on the agenda to respond to questions submitted during the 2024 Meeting. Questions we do not answer during the 2024 Meeting will be answered in writing and posted on the Company's website at www.dow.com/investors.

viii 2024 | Dow Proxy Statement

OTHER MATTERS

The proxy or voting instruction form confers upon the designated persons the discretion to vote the shares represented in accordance with their best judgment. Such discretionary authority extends to any other properly presented matter. The Board does not intend to present any business at the 2024 Meeting that is not described in this Proxy Statement. The Board is not aware of any other matter that may properly be presented for action at the 2024 Meeting.

RULES OF CONDUCT AND PROCEDURES

Please refer to the 2024 Meeting Rules of Conduct and Procedures for more information on attending the 2024 Meeting, how to ask questions and other procedural rules. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2024 Meeting at www.virtualshareholdermeeting.com/DOW2024.

2024 | Dow Proxy Statement

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