Table of Contents

Notice of Annual Meeting of Stockholders

Dear Dow Stockholder,

You are invited to attend the 2026 Annual Meeting of Stockholders of Dow Inc. (the “2026 Meeting”) online at www.virtualshareholdermeeting.com/DOW2026.

At the 2026 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 2026 Meeting

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2026 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 2026 Meeting by 11:59 PM Eastern Time on April 8, 2026.

The Board of Directors of Dow Inc. (the “Board”) has set the close of business on February 13, 2026, as the record date for determining stockholders who are entitled to receive notice of and to vote at the 2026 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 27, 2026 (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 2026 Meeting

You are invited to attend the 2026 Meeting online at www.virtualshareholdermeeting.com/DOW2026. 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 2026 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 2026 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 2026 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 2026 Meeting as guests, but will not be able to vote or ask questions during the 2026 Meeting.

How to Ask Questions

Stockholders may submit questions during the 2026 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 2026 Meeting. Questions we do not answer during the 2026 Meeting will be answered in writing and posted on the Company’s website at investors.dow.com. 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 91. Please refer to the 2026 Meeting Rules of Conduct and Procedures for more information on how to vote, how to ask questions and other procedures for the 2026 Meeting. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 2026 Meeting at www.virtualshareholdermeeting.com/DOW2026. A replay of the 2026 Meeting will be made available at investors.dow.com and it will remain available for at least one year.

We encourage you to join the 2026 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 2026 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 2026 Meeting webcast page. Any updated information regarding the 2026 Meeting will be posted at investors.dow.com.

Thank you for your continued support and interest in Dow.

Amy E. Wilson

General Counsel and Corporate Secretary

February 27, 2026

1 Non-GAAP measure. For definitions and reconciliation to the most directly comparable GAAP measure, see Select Financial Information (Non-GAAP Reconciliation) in the Appendix and located at investors.dow.com under Reporting.

A Message from our Independent Lead Director

Advancing Our Ambition

Dow advances its ambition by integrating sustainability, inclusion, community partnership and strong governance into how we operate, serve our customers and grow as a company. We apply our materials science expertise to reduce our environmental footprint, expand circularity solutions and develop safer materials. At the same time, we foster an inclusive culture that enables our people to thrive, strengthen communities through local and global partnerships and maintain best‑in‑class governance that ensures accountability and protects long‑term stakeholder interests. Collectively, these commitments help us deliver solutions for global challenges while creating lasting value for customers, employees, communities and shareholders.

A PROACTIVE APPROACH TO REPORTING AND DISCLOSURE

Dow is committed to transparent, high‑quality reporting. Each year, we publish comprehensive disclosures that outline our progress, performance and approach to environmental, social and governance reporting on topics that we believe are relevant to our customers, stockholders, employees and community members. Our 2024 INtersections Progress Report, which we published in June 2025, includes independently reviewed metrics and aligns with leading global reporting standards and frameworks.

Dow’s comprehensive annual disclosure of sustainability performance can be found at https://corporate.dow.com/en-us/about-dow/corporate-reporting/progress-report.html. Additional resources can be found here: https://investors.dow.com/en/esg-resources/default.aspx.

STAKEHOLDER ENGAGEMENT ON STRATEGIC PRIORITIES

We regularly engage stakeholders and establish collaborative partnerships as we progress 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).

commitment to sustainability

At Dow, we are committed to leveraging our materials science expertise and collaborating with partners for a sustainable future. That’s why we are actively aligning our business and sustainability strategy, operational footprint, product offerings and technologies to unlock new sustainable growth opportunities in the markets we serve. Our goal is to create value growth for our shareholders.

As a company, we have long believed that sustainability is a value driver for Dow and our stakeholders. Having progressed through three decades of sustainability goals, Team Dow is making meaningful impact on the environment, our customers and society, while also growing our business.

CULTIVATING THRIVING TEAMS

We remain committed to fostering the culture initially established by our founder, Herbert Henry Dow – one where our people can grow and thrive in a rapidly changing world. Inclusion is core to our ambition and fully aligned with our business strategy. It enables us to create more innovative solutions, build a more resilient workforce and supply chain and deliver long-term value for our shareholders.

Aligned with Dow's ambition, our corporate citizenship efforts support an innovative, sustainable and inclusive future where our communities can thrive, everyone has equitable access to science, technology, engineering and math (STEM) and skilled trades careers, and our employees are empowered to accelerate change. Guided by the passion of our people, powerful partnerships and a commitment to making an impact, we focus on creating positive and enduring change in Dow communities.

Making an Impact

Stockholder Engagement

Dow is committed to engaging key stakeholders, including our stockholders. Throughout the year, members of the management team and select members of the Board continued extensive outreach to stockholders, including with investors who collectively held more than 70 percent of outstanding shares of common stock of the Company held by institutional stockholders. These discussions covered various topics, provided timely updates and helped the team understand investor perspectives. Management and the Board use this feedback to inform near- and long-term strategic priorities, corporate governance practices and decisions supporting Dow’s strategy.

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.

2026 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.

Corporate Governance Summary

Our values of Integrity, Respect for People and Protecting Our Planet are fundamental to how we work. 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

2025 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 2025, we continued our focus on Board refreshment and strategic Board Committee membership composition, and we continue to provide enhanced disclosures of each director’s qualifications to show the balance of perspectives that contribute to the Board’s effectiveness in overseeing the Company’s business and strategy.

Meet Our Board

We are committed to maintaining a Board that 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 2026 Meeting, see the section titled “Election of Directors” beginning on page 26.

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 14. The Corporate Governance Guidelines and Board Committee Charters are available on the Company’s website at investors.dow.com.

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 15.

Strong Oversight Responsibilities

The Board actively oversees and engages with executive management in stewardship of the Company’s strategy, enterprise risk management, environmental, social and governance priorities, and overall performance. 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 comprised 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 19.

Leadership Engagement

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

Executive Compensation Summary

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 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 40. The following table summarizes the Company’s key executive compensation practices:

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 investors.dow.com, 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, 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, reviews 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, Dow’s 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 as required by the Corporate Governance Guidelines and applicable regulatory and listing standards.

The Board has also determined that Rebecca B. Liebert, who served as a Director from April 10, 2025 until January 2, 2026, was independent during the time she served as a Director.

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, risk management, and environmental, social and governance priorities of 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 leadership roles with the Company and in the industry make him uniquely suited to facilitate the Board’s governance oversight of Dow’s strategy and of safe and effective business operations. Mr. Fitterling’s familiarity with and knowledge of our business, customers, shareholders and other stakeholders are unmatched and provides a distinct perspective on our strategy and operations. 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, and provides strong and effective leadership of the Board.

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 and has reelected Mr. Davis for one-year terms following each Annual Meeting of Stockholders thereafter.

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, three special Board meetings, and the Committees of the Board collectively held twenty-five meetings for a total of thirty-four meetings in 2025. 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 except for Ms. Liebert who attended four of the five regular Board meetings held during her tenure. Average attendance at the special Board meetings was 95 percent. Committee meeting attendance is provided beginning on page 16. Average overall attendance for all meetings was greater than 97 percent. The Directors are encouraged to attend the annual meetings of stockholders, and all of the Directors attended the April 10, 2025 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 2025, there were eight 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, risk management, overall performance, and environmental, social and governance priorities. 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 beginning on the next page.

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.

BOARD’S ROLE IN THE OVERSIGHT OF STRATEGY AND PERFORMANCE

The Board is responsible for broad corporate policy and overall performance of the Company in an effort to ensure transparency, accountability and long-term stockholder value creation. The Board oversees the Company’s strategy development and planning process including an annual review of the corporate and business plans. Each Committee is responsible for oversight of specific strategic and environmental, social and governance areas relevant to their respective Charters. Throughout the year and at every Board meeting, the Board receives information and updates from management and actively engages with senior leaders with respect to management’s execution of the corporate and business plans as well as progress on the Company’s strategic objectives and performance goals. The Board and management review the Company’s short- and long-term strategic priorities throughout the year and dedicate time at each Board meeting for appropriate discussion.

Although each Committee is responsible for overseeing the management of certain responsibilities as described above, the full Board is updated throughout the year and at Board meetings by the Committees, management and senior leaders. Information made available to the Committees is also made available to the full Board. This enables the Board and the Committees to coordinate oversight and the relationships among the various priorities of the Company.

BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and process implemented by management to identify, assess, manage and mitigate risk, at least annually. Each Committee is responsible for oversight of specific risk areas relevant to their respective Charters. Risk management is considered a strategic priority within the Company, and responsibility for managing risk rests with management while the Committees and the Board as a whole provide oversight. The Company has processes in place to identify, assess and monitor risks, which are part of the Company’s overall risk management process and have been embedded, and continue to be refined, in the Company’s operating procedures, internal controls and information systems.

Enterprise Risk Management Approach and Process

The enterprise risk management approach and process is conducted by Dow’s strategic planning and business analysis function. This function is structurally independent of business lines and is led by the Senior Vice President of Corporate Development, who is responsible for risk management identification, assessment, and monitoring of risk management performance on an operational level. This role reports to the CEO. The enterprise risk management approach and process identifies and assesses risk to ensure effective management and mitigation as appropriate. Risks are assessed on an annual basis using a broad range of inputs, both internal and external to Dow, including, but not limited to, strategic alignment; interrelation of risks; macroeconomic, industry, sustainability, geopolitical and regulatory trends; operations and safety; financial performance, including investor and rating agency perspectives; regulatory and compliance actions; market dynamics; and top risks highlighted by sources such as the World Economic Forum, The Conference Board, and industry consultants. Risks are then reviewed and categorized based on prioritization and risk tolerance, considering the potential impact and likelihood of a significant event occurring within the next five years. The results are reviewed by a varied, cross-functional leadership team representing each of Dow’s businesses, functions and geographic regions. Each risk is assigned to a member of the leadership team and, if needed, internal subject matter experts accountable for a mitigation plan. Key risks that have specified mitigation actions are reviewed more regularly in leadership team meetings.

Key risks, including short and intermediate term risks, and emerging risks are also regularly evaluated at meetings of the Committees and Board, including risks with economic, environmental and social impacts. In addition, the Board believes that having an Independent Lead Director enhances the Board’s independent oversight of the Company’s risk mitigation efforts by enabling consultation between the Chair and Independent Lead Director on time-sensitive or urgent risks. Principal risks which may negatively impact the future results of the Company are reviewed at least quarterly and a detailed discussion is included in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K and the Company’s subsequent reports filed with the SEC.

Risks may also be reassessed from time to time based on factors such as changes in the external and macroeconomic environment, concerns identified by management or the Board, or through detection in Dow’s internal work processes.

Committee Responsibilities in the Oversight of Risk Management

The Audit Committee is responsible for overseeing that management implements and follows the risk management approach and process and for coordinating the outcome of reviews by the other Committees in their respective risk areas.

Although each Committee is responsible for overseeing the management of certain risks as delegated to such Committees by the full Board, the full Board is updated throughout the year and at Board meetings by the Committees, management and senior leaders. Information made available to the Committees is also made available to the full Board. This enables the Board and the Committees to coordinate risk oversight and the relationships among the various risks faced by the Company.

The Board retains ultimate oversight over certain areas of risk including climate, geopolitical and regulatory developments, industry and market dynamics, customer experience, brand and reputation, cybersecurity and artificial intelligence, among others.

CYBERSECURITY AND INFORMATION SECURITY

Dow's Board recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board is responsible for overseeing overall risk management for the Company, including review and approval of the enterprise risk management approach and processes implemented by management to identify, assess, manage and mitigate risk, including risks from cybersecurity threats, at least annually. While the full Board is accountable for cybersecurity and artificial intelligence risk management and is presented with an annual cybersecurity update, the Board has delegated responsibility for oversight of the Company’s cybersecurity and information security framework and risk management to the Audit Committee. The Audit Committee receives information and updates at least quarterly and actively engages with senior leaders, including the Chief Information & Digital Officer and Chief Information Security Officer, with respect to the effectiveness of the Company’s cybersecurity and information security framework, data privacy, and risk management. In addition, the Audit Committee receives reports summarizing threat detection and mitigation plans, audits of internal controls, training and certification, and other cybersecurity priorities and initiatives, as well as timely updates from senior leaders on material incidents relating to information systems security, including cybersecurity incidents. The Audit Committee also reviews external firms’ assessments of the Company’s security posture and National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) maturity level.

Information made available to the Audit Committee is also made available to the full Board. The Audit Committee includes members with significant experience and/or expertise in technology or cybersecurity, including information systems. Information relating to cybersecurity and information security is contained in the section titled “Cybersecurity” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

CODE OF CONDUCT

The Board maintains a Code of Conduct (the “Code”) to guide workforce behavior and set expectations for ethical conduct, covering areas such as health and safety, conflicts of interest, bribery, corruption, sustainability, and citizenship. The Board also adopted a separate Code of Financial Ethics that applies to key financial officers. These codes, as well as the Company’s public position on human rights, respect and responsibility, anti-bribery and anti-corruption, responsible sourcing, and political engagement, are available on the Company’s website at https://corporate.dow.com/en-us/about/legal/conduct.html. Any waivers or amendments to the Code requiring disclosure will be disclosed on the website.

The Dow Office of Ethics and Compliance (the “OEC”), led by the Chief Compliance Officer who reports to the General Counsel, administers the Code and related compliance programs with oversight by the Audit and Corporate Governance Committees. The Code applies to all Directors, officers, full- and part-time employees of Dow and its wholly owned subsidiaries, and certain joint ventures that adopt the Code. Annual training is required for all officers and employees to ensure understanding and compliance. All Directors, officers and employees must certify each year that they will comply with the Code.

The Code is regularly reviewed by the OEC, and the Audit and Corporate Governance Committees who recommend updates as needed for Board approval. Throughout the year and at least annually, the Board receives information and updates from management and actively engages with senior leaders with respect to the effectiveness of the Company’s ethics and compliance programs. In addition, the Audit Committee receives periodic reports summarizing Dow’s compliance program, containing questions and concerns received and investigated, training and certification status, and other OEC initiatives, and actively engages with the Chief Compliance Officer.

The OEC operates the Dow EthicsLine, a confidential, multilingual, 24/7 resource for questions, guidance, or reporting Code violations, allowing anonymous reports where legal. Retaliation against those participating in an investigation in good faith is strictly prohibited. More information about the Dow EthicsLine can be found at www.dowethicsline.com.

Dow also has a Code of Business Conduct for Suppliers that outlines expectations and mandatory requirements for suppliers based on the principles of the United Nations Global Compact. Dow may take action, including termination of current and future business relationships, if these principles are not followed. The Code is integrated into requests for proposals, tenders, contracts, purchase orders and supplier relationship management strategies. The Code of Business Conduct for Suppliers is available on the Company’s website at https://corporate.dow.com/en-us/about/legal/conduct.html.

INSIDER TRADING COMPLIANCE POLICY

The Company maintains an Insider Trading Compliance Policy that provides restrictions on, and guidelines for, trading Company securities, or the securities of any other company, while in possession of material non-public information. The Insider Trading Compliance Policy applies to the Company and to all Directors, officers, employees, contractors, advisors and consultants of the Company, its subsidiaries, and certain joint ventures that adopt the Code, their Family Members and Controlled Entities, each as defined in the Insider Trading Compliance Policy. We believe the Insider Trading Compliance Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of the Insider Trading Compliance Policy is included as an exhibit in the Company's Annual Report on Form 10-K.

POLITICAL ENGAGEMENT AND DISCLOSURE

Government and public policy have a significant external influence on Dow. Changes in laws can fundamentally impact Dow’s operations and the markets where it does business which impacts Dow’s overall performance and, in turn, its stockholders, employees, retirees, communities, customers and suppliers. To address this, Dow engages in policymaking and political processes through legal advocacy, political contributions, and involvement in key trade associations. Although Dow may from time to time disagree with the prevailing views of a trade association’s membership, Dow’s practice and preference is to work within the association’s policy process to ensure that Dow’s views are adequately communicated. Any Dow position on a matter of public policy is the prevailing company position, irrespective of any trade association position to the contrary.

Dow is committed to the highest ethical standards in its involvement in government and public policy and provides transparency on its political engagement and trade association policies, as well as information on lobbying expenditures and corporate political contributions through the Company’s website at https://corporate.dow.com/en-us/about/legal/conduct/us-public-policy.html. The EHS&T Committee has oversight responsibility for the Company’s involvement in government and public policy and disclosure of corporate political spending activities.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the full Board, the Chair, the Independent Lead Director or the independent Directors as a group or individually, may do so by mail addressed to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674 or via email to directors@dow.com.

The independent Directors have approved procedures for handling correspondence addressed to the Board, Chair, Independent Lead Director, or independent Directors. Relevant communications are distributed as appropriate, while those unrelated to Directors’ duties — such as spam, advertisements, mass mailings, solicitations, surveys, and inappropriate, unduly hostile or threatening messages — are excluded and deleted. All excluded communications are available to any Director upon request. Concerns about accounting, internal controls, auditing, or ethics are directed to the internal audit function and managed according to procedures established by the Audit Committee with respect to such matters.

Director Qualifications

Among the Corporate Governance Committee’s most important functions is the selection of Directors who are recommended to the Board as candidates for election. The Corporate Governance Committee regularly reviews the composition of the Board and recommends refreshment to meet the evolving needs of the Company and maintain an appropriate balance of qualifications and tenure. The Corporate Governance Committee adopted guidelines to be used in evaluating candidates for Board membership in order to ensure an experienced and highly qualified Board that, as a whole, reflects a broad range of viewpoints, experiences and expertise.

There are certain minimum qualifications for Board membership that Director candidates must possess including strong values and discipline, high ethical standards, a commitment to full participation on the Board and its Committees, relevant career experience, and a commitment to inclusion. In addition to the characteristics mentioned above, the Director qualification standards, as included in the Company’s Corporate Governance Guidelines, provide that candidates should possess individual skills, experience and demonstrated abilities that help meet the current needs of the Board. The Guidelines also require that diverse candidates be included in the Company’s initial search list for the identification and nomination of Director candidates. The Corporate Governance Committee and the full Board implement and assess the effectiveness of these standards by referring to them in the review and discussion of Board candidates when assessing the composition of the Board and by including questions regarding the diversity of the Board’s membership in the Board’s annual self-evaluations. The Corporate Governance Committee may modify the minimum qualifications and evaluation standards from time to time as it deems appropriate. Please refer to the Company's Corporate Governance Guidelines found on investor.dow.com for more detailed information regarding director qualifications.

Recommendations for director candidates may be received by the Corporate Governance Committee from various sources, including current or former Directors, a search firm retained by the Corporate Governance Committee to assist in identifying and evaluating potential candidates, stockholders, Company executives, and by self-nomination.

The Corporate Governance Committee is also open to accepting stockholders’ suggestions of candidates to consider as potential Board members as part of the Corporate Governance Committee’s periodic review of the size and composition of the Board and its Committees. Such recommendations should be sent to the Corporate Governance Committee through the Office of the Corporate Secretary. The Corporate Governance Committee uses the same robust process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources. Please note the requirements summarized in the section titled “Future Annual Meeting Business” on page 94 may be applicable.

Director Orientation and EDUCATION

It is our expectation that Directors will be active and engaged starting with onboarding. All new Directors participate in a robust orientation to familiarize Directors with the Company’s strategic and business priorities; corporate and business plans; significant financial, accounting and risk management issues; including cybersecurity, and governance and ethics policies and compliance processes, including the Code of Conduct. On an ongoing basis, Directors receive materials or briefing sessions regarding the operations of the Company, strategic and business priorities and risks. Regularly scheduled Board meetings offer spotlight sessions on key enterprise priorities where internal and/or external experts provide in-depth presentations to Directors.

During 2025, in addition to regular presentations on the Company’s strategy prioritization and implementation and financial and operational performance, presentations were made to our Directors on the topics of: macroeconomic, geopolitical and industry trends; capital allocation strategies; and risks and mitigation actions.

Directors are encouraged to attend appropriate continuing education programs to help them stay current on corporate governance, board best practices, financial and accounting practices, ethical issues for directors and management, and similar matters relating to service on a public company board. The Company will reimburse Directors for the reasonable cost of attending accredited education programs for directors of publicly traded companies as deemed appropriate given individual background and specific responsibilities on the Board.

Director Candidate Nominations through Proxy Access

The Bylaws set forth procedural and content requirements for director candidate nominations through proxy access. As more specifically provided in the Bylaws, a stockholder or group of up to twenty stockholders owning three percent or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20 percent of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements detailed in the Bylaws. Nominations should be sent to the Office of the Corporate Secretary in accordance with the procedural and content requirements set forth in the Bylaws, the full text of which is available on the Company’s website at investors.dow.com.

Service on Other Public Company Boards

Under the Corporate Governance Guidelines, Directors are expected to advise the Chair, the Independent Lead Director, the Chair of the Corporate Governance Committee and the Secretary in advance of accepting an invitation to serve on a board of directors or audit committee of a public company. It is the policy of the Board that an independent Director may not serve on more than four public company boards (including the Company) and, if an active public company executive, no more than two public company boards (including the Company). Any exception requires a determination by the Board that such service does not impair the ability of the Director to effectively serve on the Company’s Board. The Board considers factors such as size and location of other companies, board leadership positions (such as committee chair and lead director), tenure on other boards, and attendance record.

The Corporate Governance Committee reviews at least annually each Director’s service on other public company boards. During 2025 and through the date of this Proxy Statement, no Director exceeded the policy mandates for service on other public company boards.

The simultaneous service on the audit committees of more than three other public companies requires a determination by the Board that such simultaneous service does not impair the ability of such member to effectively serve on the Company’s Audit Committee. During 2025 and through the date of this Proxy Statement, no member of the Audit Committee served on more than three other public company audit committees.

Board and Committee Evaluation Process

The self-evaluation process is an effective tool in ensuring sound corporate governance practices, which are important to the success of the Company’s business and in advancing stockholder interests. As provided in the Corporate Governance Guidelines, Board Committee Charters and the NYSE listing standards, the Board and each of its Committees are required to conduct an annual self-evaluation of its performance with a particular focus on overall effectiveness. The Committees report to the Board on the outcome of their self-evaluations. The self-evaluation process provides valuable insight regarding areas of effectiveness and opportunities for improvement. For example, feedback has prompted continued focus during Board and Committee meetings on leadership and Board succession planning, value creation and growth strategies, macroeconomic, geopolitical and industry trends, and cybersecurity and artificial intelligence oversight.

Board Refreshment and succession planning

All Directors stand for election at each annual meeting of stockholders. The Corporate Governance Committee has responsibility for reviewing the culture and composition of the Board and recommending refreshment to meet the evolving needs of the Company and maintain an appropriate balance of qualifications and experience, differing viewpoints and backgrounds, tenure of longer-serving Directors with continuity and depth of Company knowledge and new Directors with fresh perspective, and meeting dynamics that encourage candid communication, rigorous decision making and continuous improvement.

The Corporate Governance Committee reviews the annual Board and Committee self-evaluations to identify additional director qualifications, skills, experience, attributes, viewpoints, and backgrounds that would enhance overall Board effectiveness. The Corporate Governance Committee also considers the size and composition of the Board and its Committees, as well as the Board leadership structure to ensure strong independent oversight and a Board that best meets the evolving needs of the Company.

No Director may stand for reelection to the Board after reaching age 75 and no waivers or exceptions will be granted. Age-based retirement practices help the Board prepare for turnover and engage in succession planning.

Certain Relationships and Related Transactions

Dow and its subsidiaries purchase products and services from and/or sell products and services to companies of which certain of the Directors or executive officers of Dow, or their immediate family members, are employees, officers or directors. The Corporate Governance Committee and the Board have reviewed such transactions and relationships and do not consider the amounts involved in such transactions material. Such purchases from and sales to each company involve less than either $1,000,000 or 2 percent of the consolidated gross revenues of each of the purchaser and the seller, or all such transactions are in the ordinary course of business. Some such transactions are continuing and it is anticipated that similar transactions will occur from time to time.

From time to time, the Company may have employees who are related to our executive officers or directors. The spouse of Andre Argenton (Chief Technology & Sustainability Officer) is employed by the Company in a non-executive position. In 2025, she received a base salary and performance award in an aggregate amount of approximately $313,500, which amount and other terms of her employment, including long-term incentive compensation and benefits, are commensurate with that of her peers and determined on a basis consistent with the Company’s compensation philosophy.

Related Person Transactions

The Board has adopted written policies and procedures relating to the approval or ratification of each “Related Person Transaction.” Under Dow’s policies and procedures, a “Related Person Transaction” is generally any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships, in which (a) the Company is a participant, and (b) any Related Person has or will have a direct or indirect material interest. A “Related Person” is any (a) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director of the Company, (b) person who is a greater than 5 percent beneficial owner of the Company’s outstanding common stock, or (c) immediate family member of any of the foregoing.

Under the policies and procedures, the Corporate Governance Committee (or its Chair, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into a particular Related Person Transaction, by taking into account, among other factors it deems appropriate: (i) the commercial reasonableness of the transaction; (ii) the materiality of the Related Person’s direct or indirect interest in the transaction; (iii) whether the transaction may involve a conflict of interest, or the appearance of one; (iv) whether the transaction was in the ordinary course of business; and (v) the impact of the transaction on the Related Person’s independence under the Corporate Governance Guidelines and applicable regulatory and listing standards.

No Director may participate in any consideration or approval of a Related Person Transaction for which he or she or any of his or her immediate family members is the Related Person. Related Person Transactions are approved or ratified only if they are determined to be in the best interests of Dow and its stockholders.

If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Related Person Transaction will be presented to the Corporate Governance Committee for ratification. If the Corporate Governance Committee does not ratify the Related Person Transaction, then the Company either ensures all appropriate disclosures regarding the transaction are made or, if appropriate, takes all reasonable actions to attempt to terminate the Company’s participation in the transaction.

Agenda Item 1

Election of Directors

In accordance with the recommendation of the Corporate Governance Committee, the Board has nominated twelve individuals for election as Directors at the 2026 Meeting. Directors are elected annually by a majority of votes cast.

A biography for each Director nominee is presented beginning on page 29. Age is as of April 9, 2026.

Qualifications and Composition

The Corporate Governance Committee and the Board believe that the professional qualifications and other experiences described in the Director biographies on pages 29-34 support the conclusion that these individuals are highly qualified to serve as Directors of the Company and collectively bring a balance of relevant skills, backgrounds, and viewpoints allowing them to effectively oversee the Company’s business.

As of April 9, 2026. Based on information self-identified by each Director nominee. Director since reflects beginning of service as a Dow Director, a The Dow Chemical Company (“TDCC”) designated Director serving as a DowDuPont Inc. Director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC Director as applicable.

The balanced composition of the Board contributes to the Board’s effectiveness in overseeing and engaging with executive management in stewardship of the Company’s strategy, risk management and overall performance. Each of the nominees possess relevant skills and experiences that align with the current needs of the Company.

1 Reflects cumulative years served as a Dow Director, a TDCC-designated Director serving as a DowDuPont Inc. Director, a member of the DowDuPont Inc. Materials Advisory Committee, or a TDCC Director as applicable as of April 9, 2026.