Notice of Annual Meeting of Stockholders

Dear Dow Stockholder,

You are invited to attend the 2025 Annual Meeting of Stockholders of Dow Inc. (the “2025 Meeting”) online at www.virtualshareholdermeeting.com/DOW2025.

At the 2025 Meeting, stockholders will vote on the following matters either by proxy or in person at the virtual meeting:

How to Vote in Advance of the 2025 Meeting

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2025 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 2025 Meeting by 11:59 PM Eastern Time on April 9, 2025.

The Board of Directors of Dow Inc. (the “Board”) has set the close of business on February 14, 2025 as the record date for determining stockholders who are entitled to receive notice of and to vote at the 2025 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 February 28, 2025 (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.

How to Attend the 2025 Meeting

You are invited to attend the 2025 Meeting online at www.virtualshareholdermeeting.com/DOW2025. 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 2025 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 2025 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 2025 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 2025 Meeting as guests, but will not be able to vote or ask questions during the 2025 Meeting.

How to Ask Questions

Stockholders may submit questions during the 2025 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 2025 Meeting. Questions we do not answer during the 2025 Meeting will be answered in writing and posted on the Company’s website at www.dow.com/investors. Questions on the same topic or questions that are otherwise related may be grouped, summarized and answered together to avoid repetition.

For more information, see the section titled “Voting and Attendance Procedures” on page 100. Please refer to the 2025 Meeting Rules of Conduct and Procedures for more information on how to vote, how to ask questions and other procedures for the 2025 Meeting. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2025 Meeting at www.virtualshareholdermeeting.com/DOW2025.

A replay of the 2025 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 2025 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 2025 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 2025 Meeting login page. Any updated information regarding the 2025 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

February 28, 2025

Table of Contents

A Message from our Independent Lead Director

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

2025 Annual Meeting of Stockholders of Dow Inc.

Agenda and Voting Recommendations

The Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report are available at www.proxyvote.com.

About Dow

Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. Learn more about our ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com. The Company’s website, reports and social media feeds are not part of or incorporated by reference into this Proxy Statement.

All data as of December 31, 2024.

Powering Our Purpose

Fueled by the passion and expertise of Team Dow, we are committed to innovation, sustainability and circularity for the markets and customers we serve. We champion an inclusive culture in our workplace and strive to enhance the communities where we live and work.

Our belief in the power of materials science to change the world is central to who we are. It is built on our over 127-year history of innovation and is embedded in our purpose to deliver a sustainable future. It is also critical to driving progress and creating long-term profitable growth for our shareholders, our Company and society.

2024 Highlights

ADVANCING OUR AMBITION

Dow focuses on four strategic areas of action—Environmental Performance; Inclusion; Community; and Corporate Governance—to advance our Ambition, deliver solutions for global challenges and create lasting value for our customers, communities, employees, businesses and stockholders. How we drive accountability for these strategic areas of action can be found in more detail beginning on page 9.

A PROACTIVE APPROACH TO REPORTING AND DISCLOSURE

Dow has been a leader in sustainability reporting since our first report in 2003. Our sustainability reporting objective is to provide transparency on how we are advancing our sustainability strategy and how we are contributing to sustainable development. With that objective, we continue to deliver high-quality and comprehensive environmental, social, and governance reporting on topics that we believe are relevant to our customers, stockholders, employees, and community members. The 2023 INtersections Report includes disclosures prepared in accordance with the GRI and GHG Protocol. The report also includes disclosures aligned with the TCFD, SASB, and World Economic Forum Stakeholder Capitalism Metrics. We continue to monitor the evolution of frameworks and standard setters, such as the International Sustainability Standards Board. Dow engaged Deloitte & Touche, LLP to perform a review engagement to obtain limited assurance on management’s assertion related to disclosures presented in accordance with the 2021 GRI Sustainability Reporting Standards as of, and for the year ended, December 31, 2023, and related to Scope 1+2+3 carbon emissions presented in accordance with the GHG Protocol Corporate Accounting and Reporting Standards under its Corporate Standards for the year ended December 31, 2023.

Dow’s comprehensive annual disclosure of environmental, social and governance performance can be found on our website at www.dow.com/esg. Dow’s public policies on topics such as Chemical Management, Responsible Care, Energy and Climate Change, Sustainability, and Environment, Health & Safety can be found on our website at www.dow.com/about. Additional resources can be found here: https://investors.dow.com/en/esg-resources/default.aspx. These reports, disclosures, policies, and additional resources are not part of or incorporated by reference into this Proxy Statement.

STAKEHOLDER ENGAGEMENT ON STRATEGIC PRIORITIES

We regularly engage stakeholders and establish collaborative partnerships as we progress on our environmental, social, and governance priorities and build a clearer understanding of the complex global challenges and local conditions in the countries where we do business. Stakeholders include customers, suppliers, investors and shareholders, current and prospective employees, community advisory panels, regulators and societal organizations. We also bring unique perspectives and guidance through our Sustainability External Advisory Council (SEAC) and Science and Technology Advisory Council (STAC).

We’re working to deliver a sustainable future by collaborating and innovating to help make a positive impact on society and the planet. As a leading materials science company, we have the responsibility and opportunity to act and lead the industry in areas where our science and innovation can make a difference. This means we are reducing our environmental footprint, developing and implementing circular economy solutions, and innovating materials with enhanced sustainability.

We continue to make significant progress on our 2025 Sustainability Goals using our expertise, products, technologies, and partnerships to meet the evolving demands of customers while leading the transition to a more sustainable, inclusive future. Additional information can be found here: https://corporate.dow.com/en-us/purpose-in-action/2025-goals.html.

In 2019, we identified three focus areas where we believe we can make the biggest difference and drive industry-wide change: Climate Protection, Circular Economy, and Safer Materials. These global priorities represent areas where we are using our science, scale, and global relationships across our value chains to seek and create shared opportunity for Dow and society. In 2020, we introduced new targets aimed at reducing carbon emissions and plastic waste. In 2024, we expanded our Protect the Climate targets to include climate adaptation benchmarks focused on water and nature. Our new Water & Nature strategy is designed to support resiliency for Dow sites and surrounding natural ecosystems.

Since that time, we have continued to advance toward net-zero GHG emissions and plastics circularity. We have a clear plan to achieve our 2030 net annual carbon emissions reduction target and will continue to build on our detailed roadmap to become carbon neutral (Scope 1+2+3 plus product benefits) by 2050.

In 2024, we began construction of our Fort Saskatchewan Path2Zero project in Alberta, Canada, which will be the world’s first net-zero Scope 1 and 2 carbon emissions integrated ethylene cracker and derivatives facility. The project is expected to decarbonize approximately 20 percent of Dow's global ethylene capacity and grow polyethylene supply by approximately 15 percent.

We announced an expanded partnership with Ducks Unlimited, an important conservation partner in our efforts towards water resiliency and habitat conservation. In 2024, we supported projects to restore and enhance parts of the U.S. Gulf Coast region and the Shiawassee National Wildlife Refuge in Michigan.

Advancing our mechanical recycling offering, we acquired Circulus Holdings, LLC, a leading recycler of plastic waste into post-consumer recycled (PCR) plastics. We also announced a joint development agreement with The Procter & Gamble Company to develop an innovative proprietary recycling technology targeting hard-to-recycle plastic waste.

Dow and its plastics value chain are making significant investments to help create a circular economy. Moving toward a more circular world for the products we consume every day is important not only to stop environmental pollution but also to address climate change. Plastics are an essential part of the world’s journey toward a lower GHG emissions future. Our comprehensive approach to reducing GHG emissions and increasing circularity is grounded in our purpose: to deliver a sustainable future for the world through our materials science expertise and collaboration with our partners.

Our current goals for our focus areas are as follows:

At Dow, we remain committed to building a culture where all people can grow and thrive in a rapidly changing world. This approach positions Dow as an employer of choice where people can build robust careers. By maintaining a resilient workforce, Dow drives consistency in long-term business growth and reflects the long-standing mission and vision of Team Dow.

Our strategy is built on seven global foundational pillars that focus on our employees and our suppliers, customers and communities where we operate, and is implemented in our geographic regions at a local level.

In 2024, Dow was recognized by Great Place To Work® and FORTUNE as one of the 25 World’s Best WorkplacesTM for the second consecutive year. Additionally, Dow ranked #3 on the Fair360 2024 Top 50 Companies which measures companies in six areas including talent strategies, supplier diversity and philanthropic engagement. These accomplishments, along with numerous others, serve as a testament to our strong workplace culture, commitment to our communities and focus on delivering value to our stakeholders at every level.

The communities where we do business are also the places our people call home. We are a stronger, more competitive company when our communities are strong and resilient. Guided by our values and our Ambition, we are leveraging our people and partnerships to advance community-driven solutions across the globe through three strategic priority areas.

Making an Impact

Collaborating with Communities

Highlighted Programs

Our values of Integrity, Respect for People, and Protecting Our Planet are fundamental to how we work and all that we do. Adhering to these values helps us create and maintain a culture that supports sustainable business growth and serves as the foundation of our corporate governance.

We believe strong corporate governance creates long-term value for shareholders by strengthening accountability and transparency, building trust in our Company and promoting good decision-making.

Accountability in Action

2024 Governance Highlights

The Corporate Governance Committee, the Board and management regularly review Dow’s corporate governance practices, considering evolving corporate governance principles and stockholder engagement. In 2024, we took the following actions:

Meet Our Board

We are committed to maintaining a Board that is representative of society and is best equipped to help steward and oversee Dow’s strategy, performance and enterprise risk management. Collectively, our Board provides a balance of perspectives and relevant skills and experiences, including capital allocation; financial acumen; technology expertise; operational experience; and environmental, social and governance expertise, to help our Company compete, innovate and deliver. To learn more about the individuals nominated for election at the 2025 Meeting, see the section titled “Election of Directors” beginning on page 33.

Governance Best Practices

As part of Dow’s commitment to high ethical standards, the Board follows sound governance practices. Dow’s corporate governance practices are described in more detail beginning on page 19. The Corporate Governance Guidelines and Board Committee Charters are available on the Company’s website at www.dow.com/investors.

Balanced & Effective Board Leadership

Together, our Chair and Independent Lead Director provide effective leadership and management accountability, while ensuring Board independence and alignment with the long-term interests of shareholders. For more information, see the section titled “Board Leadership Structure” on page 20.

Strong Oversight Responsibilities

The Board actively oversees and engages with executive management in stewardship of the Company’s strategy; environmental, social and governance priorities; enterprise risk management and overall performance. Committees comprised of independent Directors assist the Board in carrying out its responsibilities. Executive management leads cross-functional efforts to set strategy; oversees the activities related to assessing and managing relevant risks and opportunities; and engages key stakeholders across our priorities. Board Committees composed of independent Directors assist the Board in carrying out its responsibilities. Committees operate pursuant to written charters with clearly defined areas of responsibility and risk oversight. Each Committee reports on the topics discussed and actions taken at each Committee meeting for consideration by the full Board. For more information, see the section titled “Board’s Role in the Oversight of Strategy and Priorities” and “Board’s Role in the Oversight of Risk Management” beginning on page 26.

Leadership Engagement

The responsibilities of the Board and its Committees are aligned with leadership accountability across environmental, social and governance priorities, which are summarized below.

Executive Compensation

The objectives of Dow’s compensation program are set by the Compensation and Leadership Development Committee and are designed to motivate and reward employees for achieving Dow’s most critical financial and operational goals as well as those aligned to our Company ambition. While the compensation discussion included in this Proxy Statement focuses on the administration of pay for the Company’s Named Executive Officers (“NEOs”), the philosophies and programs apply broadly across the Company’s employee population. Dow’s pay for performance programs and offerings—including Base Pay, the Annual Performance Award and LTI programs—are designed to be equitable and fair, and to incentivize performance.

Key Executive Compensation Practices

The compensation programs are described in more detail in the CD&A section beginning on page 55. The following table summarizes the Company’s key executive compensation practices:

Stockholder Engagement

Throughout the year, members of the management team, and select members of the Board, continued extensive outreach to stockholders, engaging with investors who collectively held more than 60 percent of outstanding shares of common stock of the Company held by institutional stockholders. During this outreach, the management team and Board updated investors on a range of topics and gained an understanding of the perspectives and concerns of investors. The management team and Board carefully consider the feedback from these meetings when reviewing our business growth strategies, corporate governance and other matters related to Dow's long-term success.

The Company appreciates engaging key stakeholders, including our stockholders, in discussions about our near- and long-term growth strategies, governance practices and progress against our ambition. Examples of our 2024 efforts include:

Corporate Governance

Dow is committed to applying sound corporate governance and leadership principles and practices. The Board has adopted a number of policies to support the Company’s values and good corporate governance, which are important to the success of the Company’s business and in advancing stockholder interests.

Corporate Governance Guidelines

The Board adopted corporate governance guidelines designed to assist Dow and the Board in implementing effective corporate governance practices. The governance guidelines are reviewed regularly by the Corporate Governance Committee in order to continue serving the best interests of Dow and its stockholders. Among other things, these guidelines delineate the Board’s responsibilities, independence, leadership structure, qualifications, election, annual self-evaluation, and access to management and advisors.

The Company’s corporate governance guidelines, practices and policies are available on the Company’s website at www.dow.com/investors, including:

Director Independence

The Board has assessed the independence of each non-employee Director in accordance with the standards of independence of the NYSE, SEC rules and as described in the Corporate Governance Guidelines. Based upon these standards, the Board has determined that each of the following Director nominees are independent: Samuel R. Allen, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial, Jeff M. Fettig, Jacqueline C. Hinman, Rebecca B. Liebert, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes. These independent Director nominees constitute a “substantial majority” of the Board, consistent with the Corporate Governance Guidelines. The Corporate Governance Committee, as well as the Board, will review relationships that Directors may have with the Company, and its affiliates, and members of management at least annually to make a determination as to whether there are any material relationships that would preclude a Director from being independent. Mr. Fitterling, our Chair and CEO, is not independent.

All members of the Audit, Compensation and Leadership Development, Corporate Governance, and Environment, Health, Safety & Technology Committees are independent Directors under the Corporate Governance Guidelines and applicable regulatory and listing standards.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board has responsibility for overseeing the strategy, environmental, social and governance priorities and risk management for the Company. The Board appoints the Company’s officers, assigns them responsibility for management of the Company’s operations, and reviews their performance.

The Board recognizes that the leadership structure and combination or separation of the Chair and CEO roles are driven by the needs of the Company. As a result, no policy exists requiring combination or separation of leadership roles. This determination is made on an annual basis by the Board, which allows the Board the flexibility to make changes to Board leadership that are in the best interests of the Company and its stockholders. As a part of that process, the Board reviews whether the existing leadership structure provides strong independent oversight while balancing the need for extensive knowledge of business operations, risks and strategy implementation and accountability for Company performance. Regardless of the specific Board leadership structure, the Company has consistently incorporated a strong defined leadership role for an independent Director, as described below.

Currently, the roles of Chair and CEO are combined with Jim Fitterling serving as Chair and CEO and Richard K. Davis serving as the Independent Lead Director. Mr. Fitterling’s over 40-year tenure and multiple roles with the Company and in the industry makes him uniquely suited to facilitate the Board’s governance oversight of our strategy and of safe and effective business operations. Mr. Fitterling’s familiarity with and knowledge of our business and our customers are unmatched. Furthermore, he has a long history of leadership in reporting transparency and sustainability disclosures. Mr. Fitterling has also led the Company’s extensive sustainability strategy, which includes robust public policy development on a national and international level, such as launching the Company’s targets to become carbon neutral by 2050 and to transform plastic waste. Mr. Davis, the Company’s Independent Lead Director, has significant experience in corporate governance and public company management as a current and former director on other public company boards and a former CEO of a large public company.

In accordance with best practices and the Company’s Corporate Governance Guidelines, the independent Directors elect a Lead Director from among their membership. In order to be selected to serve as the Independent Lead Director, an individual must have served at least one full year on the Board, effectively communicate and engage with the other independent Directors, and possess public company and corporate governance experience. The determination regarding who should serve as the Independent Lead Director is made annually. As part of the Company’s ongoing board refreshment activities, the Board announced its decision to elect Mr. Davis as its new Independent Lead Director following the 2021 Annual Meeting of Stockholders. Mr. Davis was reelected for a one-year term following each of the 2022, 2023 and 2024 Annual Meeting of Stockholders.

The Independent Lead Director has clearly defined leadership authority and responsibilities including:

The Board believes that its independence and effective oversight of management is enabled through the Company’s strong corporate governance practices and safeguards currently in place, including the election of a separate Independent Lead Director with significant responsibilities, the use of executive sessions, the Board’s robust Committee structure with each Committee comprised of independent Directors and chaired by an independent Director and annual review of the leadership structure.

The Board supports this balanced leadership structure as the right structure for Dow at this time, providing effective leadership, management accountability and alignment with long-term interests of stockholders.

Board, Committee and Annual Meeting Attendance

Dow held six regular Board meetings, two special Board meetings, and the Committees of the Board collectively held twenty-three meetings for a total of thirty-one meetings in 2024. All of the Directors attended more than 75 percent of all Board meetings and the meetings of the Committees on which the Director served. All of the Directors attended all six of the regular Board meetings. Average attendance at the special Board meetings was 96 percent. Committee meeting attendance is provided beginning on page 22. Average overall attendance for all meetings was greater than 99 percent. The Directors are encouraged to attend the annual meetings of stockholders, and all of the Directors attended the April 11, 2024 meeting.

Executive Sessions of Directors

The independent Directors meet in executive session in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. During 2024, there were six executive sessions of the Dow Board led by the Independent Lead Director. The Committees make an executive session available at each regularly scheduled Committee meeting.

Board Committees

In addition to experienced and highly skilled Directors with relevant expertise, the Board has Committees with well-defined responsibilities that actively oversee the Company’s strategy, environmental, social and governance priorities, risk management and overall performance. The responsibilities of each Board Committee are stated in the Bylaws and in their respective Committee Charters.

The Board, upon the recommendation of the Corporate Governance Committee, annually elects members and a chair to each Committee and has the authority to change Committee chairs, memberships and the responsibilities of any Committee as set forth in the Bylaws.

The Board currently has four Committees (individually a “Committee” and collectively the “Committees”). A brief description of the Committees, their responsibilities and Committee member assignments as of the date of this Proxy Statement are provided below.

Each Committee reports to the Board on the topics discussed and actions taken at each Committee meeting for consideration by the full Board. The Committees work together and with the full Board to help ensure that the Committees and the full Board have received all information necessary to permit them to fulfill their duties and responsibilities.