Dow Inc.

12/12/2024 | Press release | Distributed by Public on 12/12/2024 15:10

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cleason Keith
2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2024 		3. Issuer Name and Ticker or Trading Symbol
DOW INC. [DOW]
(Last) (First) (Middle)
2211 H.H. DOW WAY 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Pkg & Spec Plastics
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
MIDLAND, MI 48674 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 39,346(1) D
Common Stock 4,292.64 I By 401(k) Plan
Common Stock 1,403.51 I By 401(k) Plan ESOP
Common Stock 45.982 I By Spouse 401(k) Plan
Common Stock 193.351 I By Spouse 401(k) Plan ESOP
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) (2) 02/10/2027 Common Stock 8,401 $61.97 D
Non-Qualified Stock Option (Right to Buy) (2) 02/15/2028 Common Stock 3,996 $72.77 D
Non-Qualified Stock Option (Right to Buy) (2) 02/11/2029 Common Stock 8,540 $54.89 D
Non-Qualified Stock Option (Right to Buy) (2) 02/13/2030 Common Stock 13,929 $48.3 D
Non-Qualified Stock Option (Right to Buy) (2) 02/11/2031 Common Stock 8,865 $57.67 D
Non-Qualified Stock Option (Right to Buy) (3) 02/10/2032 Common Stock 8,295 $60.95 D
Non-Qualified Stock Option (Right to Buy) (4) 02/09/2033 Common Stock 7,578 $59.08 D
Non-Qualified Stock Option (Right to Buy) (5) 02/15/2034 Common Stock 9,209 $55.17 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cleason Keith
2211 H.H. DOW WAY
MIDLAND, MI 48674 		President, Pkg & Spec Plastics

Signatures

/s/ Keith Cleason 12/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total includes restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 1,093 shares on February 10, 2025; 9,793 shares on November 3, 2025; 1,132 shares on February 9, 2026; and 1,324 shares on February 15, 2027.
(2) This option is fully vested and exercisable. Option shares will be used to satisfy withholding taxes.
(3) Two-thirds of this option is exercisable. The remaining one-third will vest on February 10, 2025. Option shares will be used to satisfy withholding taxes.
(4) One-third of this option is exercisable. The remaining two-thirds will vest in equal installments on February 9, 2025 and February 9, 2026. Option shares will be used to satisfy withholding taxes.
(5) This option will vest in three equal annual installments beginning on February 15, 2025. Option shares will be used to satisfy withholding taxes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.