Notice of Annual Meeting of Stockholders

Dear Dow Stockholder,

You are invited to attend the 20232024 Annual Meeting of Stockholders of Dow Inc. (the “2023“2024 Meeting”) online at www.virtualshareholdermeeting.com/DOW2023DOW2024..

At the 20232024 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 20232024 MEETING

Your vote is important. We encourage you to vote in advance, even if you plan to attend the 20232024 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.

The Board of Directors of Dow Inc. (the “Board”) has set the close of business on February 15, 2023,2024, as the record date for determining stockholders who are entitled to receive notice of and to vote at the 20232024 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 3, 20231, 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.

HOW TO ATTEND THE 20232024 MEETING

You are invited to attend the 20232024 Meeting online at www.virtualshareholdermeeting.com/DOW2023DOW2024.

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 20232024 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 20232024 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 20232024 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 20232024 Meeting as guests, but will not be able to vote or ask questions during the 20232024 Meeting.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 20232024 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 20232024 Meeting. Questions we do not answer during the 20232024 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 20232024 Meeting Rules of Conduct and Procedures for more information on how to vote, how to ask questions and other procedures for the 20232024 Meeting. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 20232024 Meeting at www.virtualshareholdermeeting.com/DOW2023.DOW2024.

A replay of the 20232024 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 20232024 Meeting early. Online access will begin approximately 15 minutes before the start at 8:00 AM Eastern start time.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 20232024 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 20232024 Meeting login page. Any updated information regarding the 20232024 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 3, 20231, 2024

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; the continuingany global and regional economic impacts of the coronavirus disease 2019 (“COVID-19”)a pandemic andor 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 conflictconflicts between Russia and Ukraine;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;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 conflictconflicts between Russia and Ukraine;Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems;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, 20222023 and inthe Company’s subsequent filings that we make with the SEC.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 TDCCThe 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.

Table of Contents

DEFINED TERMS

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

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 20232024 Meeting and any adjournment or postponement of the 20232024 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 3, 2023.1, 2024.

VOTE YOUR SHARES

You are entitled to vote at the 20232024 Meeting if you were a stockholder as of the close of business on the record date, February 15, 2023,2024, or hold a valid proxy for the 20232024 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 during the 2023 Meeting by using your 16-digit control number to log in to www.virtualshareholdermeeting.com/DOW2023DOW2024 .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 20232024 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 at any time before the polls close at the 20232024 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 20232024 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 20232024 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

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.

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 20232024 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 20232024 MEETING

The 20232024 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 20232024 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 20232024 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 20232024 Meeting if you were a stockholder as of the close of business on the record date, February 15, 2023,2024, or hold a valid proxy for the 20232024 Meeting.

To attend, vote and ask questions online during the 20232024 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/DOW2023DOW2024. Whether or not you participate in the 20232024 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 20232024 Meeting. Please contact your bank or broker if you have any questions about how to access the 20232024 Meeting or to obtain your control number.

Interested persons who are not stockholders may also access the 20232024 Meeting as guests, but will not be able to vote or ask questions during the 20232024 Meeting.

We encourage you to join the 20232024 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 20232024 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 20232024 Meeting login page. Any updated information regarding the 20232024 Meeting will be posted at www.dow.com/investors.

HOW TO ASK QUESTIONS

Stockholders may submit questions during the 20232024 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.

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 20232024 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 20232024 Meeting.

RULES OF CONDUCT AND PROCEDURES

Please refer to the 20232024 Meeting Rules of Conduct and Procedures for more information on attending the 20232024 Meeting, how to ask questions and other procedural rules. The Rules of Conduct and Procedures are available at www.proxyvote.com and during the 20232024 Meeting at www.virtualshareholdermeeting.com/DOW2023DOW2024.

Additional Information

FUTURE STOCKHOLDER PROPOSALS

If you satisfy the requirements of the rules and regulations of the SEC and wish to submit a proposal to be considered for inclusion in the Company’s proxy materials for the 20242025 Annual Meeting of Stockholders of Dow Inc. (“20242025 Meeting”), pursuant to Rule 14a-8 of the Exchange Act, please send it to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. Under Rule 14a-8, these proposals must be received no later than 5:00 PM Eastern Time on November 3, 2023.1, 2024.

FUTURE ANNUAL MEETING BUSINESS

Under the Company’s Bylaws, if you wish to raise items of proper business at an annual meeting, other than shareholder proposals complying with Rule 14a-8 (which are subject to separate requirements provided above), including director nominations other than nominations pursuant to Dow’s proxy access provision (which are subject to separate requirements provided in the Bylaws), you must give advance written notice to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com between 8:00 AM Eastern Time on November 3, 2023,1, 2024, and 5:00 PM Eastern Time on December 4, 20231, 2024 for the 20242025 Meeting.

Further, if you intend to nominate a director outside of the proxy access process and solicit proxies in support of such director nominee(s) (other than the Company’s nominees) at the 20242025 Meeting you must also provide the notice and additional information required byin reliance on Rule 14a-19, to the Office of the Corporate Secretary at the address and via email noted above, no later than 5:00 PM Eastern Time on January 3, 2024. This deadline under Rule 14a-19 does not supersede any of the timing requirements for advance notice under the Bylaws. The supplemental notice and information required under Rule 14a-19 is in addition to the applicable advance notice requirements under the Bylaws as described in this section and it shall not extend any such deadline set forth underin the Bylaws.Company’s Bylaws, you must comply with the additional requirements of Rule 14a-19.

Different deadlines may apply if the 20242025 Meeting is called for a date that is not within 30 days (before or after) the anniversary of the 20232024 Meeting. In such case, (i) such written advance notice of your intention to raise items of proper business at an annual meeting must be received by the Office of the Corporate Secretary (a) no earlier than the close of business on the 120^th day prior to the 20242025 Meeting date and (b) no later than the close of business on the later of (A) the 90^th day prior to the 2024 Meeting date or (B) the 10^th day following the date on which public disclosure of the date of such meeting is first made by the Company, and (ii) the notice and information required by Rule 14a-19 must be received by the Office of the Corporate Secretary no later than close of business on the later of (A) the 60^th day before the date of the 20242025 Meeting date or (B) the 10^th day following the date on which public disclosure of the date of such meeting is first made by the Company.

If notice of a matter or nomination is not received within the applicable deadlines or it does not comply with the procedural and content requirements of the Bylaws for such notices, Rule 14a-4 or Rule 14a-19, as applicable, any officer or director acting as chair of the annual meeting may refuse to introduce such matter. The Bylaws may be amended from time to time and, to the extent any such amendment conflicts with any of the requirements herein, the terms of the amended Bylaws will apply. The full text of the Bylaws is available on the Company’s website at www.dow.com/investors.

MULTIPLE STOCKHOLDERS WITH THE SAME ADDRESS

In accordance with a notice sent previously to stockholders with the same surname who share a single address, only one notice or set of proxy materials will be sent to an address unless contrary instructions were received from any stockholder at that address. This practice, known as “householding,” is designed to reduce printing and postage costs. If you did not respond that you did not want to participate in householding, you were deemed to have consented to the practice. If you are a registered stockholder, you may revoke your consent at any time by sending your name and your holder identification number to the Office of the Corporate Secretary at corporatesecretary@dow.com or 2211 H.H. Dow Way, Midland, Michigan 48674. If you hold your stock with a bank or broker, you may revoke your consent to householding at any time by contacting Broadridge Financial Solutions Inc., 51 Mercedes Way, Edgewood, New York 11717, or by calling 1-866-540-7095. If you are a registered stockholder receiving multiple copies at the same address or if you have a number of accounts at a single brokerage firm, you may submit a request to receive a single copy in the future by contacting the Office of the Corporate Secretary at corporatesecretary@dow.com. If you hold your stock with a bank or broker, contact Broadridge Financial Solutions Inc. at the address and telephone number provided above. The Company will promptly deliver to a stockholder who received one copy of proxy materials as the result of householding, a copy of the materials upon the stockholder’s written request to the Office of the Corporate Secretary at corporatesecretary@dow.com.

ELECTRONIC DELIVERY OF PROXY MATERIALS

Stockholders may request proxy materials be delivered to them electronically by enrolling at www.proxyvote.com or https://enroll.icsdelivery.com/dow. This results in faster, online delivery of the Proxy Statement, Annual Report and related materials. Going paperless is not only convenient for stockholders, but it also saves resources and reduces Dow’s impact on the environment.

COPIES OF PROXY MATERIALS AND ANNUAL REPORT

The Notice of Internet Availability of Proxy Materials and Proxy Statement and Annual Report are posted on the Company’s website at www.dow.com/investors and at www.proxyvote.com.

COPIES OF CORPORATE GOVERNANCE DOCUMENTS

The Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, Code of Conduct, Code of Financial Ethics, Board Committee Charters and other governance documents are posted on the Company’s website at www.dow.com/investors. Stockholders may request to receive printed copies of each of these documents at no charge by contacting the Office of the Corporate Secretary at corporatesecretary@dow.com.

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.

20232024 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) combinesis 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;breadth, asset integration and scale;scale, focused innovation, and materials science expertise; leading business positions;positions and environmental, social and governance leadershipcommitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. The Company’sLearn more about us and our ambition is to becomebe the most innovative, customer-centric, inclusive and sustainable materials science company in the world. Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications.

For more information, please visitworld by visiting www.dow.com or follow @DowNewsroom on Twitter.. The Company’s website, reports and social media feeds are not part of or incorporated by reference into this Proxy Statement.

20222023 NET SALES

EMPLOYEES

MANUFACTURING SITES

GLOBAL REACH

~$57B45B

~37,80035,900

10498 sites

31 countries

in which Dow manufactures products

Note: All data as of December 31, 20222023

How Do We Imagine a Better Future?Delivering Performance and Progress

For more than 125 years, Dow has been pushingpursuing solutions for the boundaries in science and technology, innovating across generations to solve big worldworld’s toughest challenges and driving forward as one team to deliver a sustainable future for all.by asking the right questions. Together, our purpose and ambition inspiredrive us to deliver innovativeimprove the sustainability and sustainable solutions that transform our world. They motivate uscircularity of the markets we serve, positively contribute to imagine better forthe development and wellness of our communities, for our customers and partners, for our teams,embrace and for our shareholders.cultivate an inclusive, diverse, equitable and accountable culture.

We knowbelieve materials science drives innovation, and Dow’s innovation has beenis built on creativity and collaboration. When we Imagine Bettercollaboration – enabling us to create solutions that transform our world and combine the power of our materials science expertise with the needs and insights of our diverse partners, it becomes the springboard for our next 125 years of innovation.deliver a more sustainable future.

20222023 Highlights

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRIORITIES

Dow focuses on four strategic areas of action—Environmental Performance; Inclusion, Diversity and Equity; Community; and Corporate Governance—to deliver solutions to global challenges and create lasting value for our customers, communities, employees, businesses and stockholders. The fourHow we drive accountability for these strategic areas of action are describedcan be found in more detail beginning on page 8.5.

ENVIRONMENTAL PERFORMANCE

INCLUSION, DIVERSITY & EQUITY

COMMUNITY

CORPORATE GOVERNANCE

Our strategy for building a more sustainable world focuses on three priority areas: circular economy, climate protection and safer materials. These areas address some of the most pressing challenges facing our planet and offer the most opportunity for Dow to use our science and global scale to make a positive impact.

Realizing our purpose and ambition as a company requires an inclusive and equitable culture that enables our people to develop, advance, be heard and contribute their greatest value. It requires a diverse workforce that brings wide-ranging, fresh perspectives on how to tackle global challenges and innovate for our customers.

We believe in sustainable business growth that creates positive social change. The global citizenship strategy is a road map for how we connect our core strengths—our science and technology expertise, and global reach and resources—to enhance the lives of people in our communities and help make our planet more sustainable.

Best-in-class governance strengthens accountability and protects the long-term interests of all of Dow’s stakeholders. Our leadership starts with the diverse and highly skilled Board and well-defined Committee structure. The Board actively engages with management in oversight and stewardship of the Company’s strategy, risk management and overall performance.

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 Dow’s material topics for our customers, stockholders, employees, and community members. InThe 2022 we continuedINtersections Report includes disclosures prepared in accordance with the GRI and GHG Protocol. The report also includes disclosures aligned with the TCFD, SASB, and WEF Stakeholder Capitalism Metrics. We continue to build on our strong foundation with reporting againstmonitor the Global Reporting Initiative (GRI)evolution of frameworks and standard setters, such as the International Sustainability Standards Comprehensive option and the Greenhouse Gas (GHG) Protocol. Our report is one of few in our industry that receives limited assurance. For the past two years, our independent audit firm has providedBoard. 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 our GRI reportingthe year ended, December 31, 2022, and with our most recent report, we added Scope 1 and 2related to Scopes 1+2+3 carbon emissions reportingpresented in accordance with the GHG Protocol to the assurance review. Our reporting also includes disclosures aligned to the Task Force on Climate-related Financial Disclosures (TCFD) framework, the SustainabilityCorporate Accounting and Reporting Standards Board (SASB) metricsunder its Corporate Standards for the chemical sector, the World Economic Forum’s (WEF) Stakeholder Capitalism Metrics, and serves as Dow’s Communication on Progress for its commitment to the United Nations Global Compact. Dow also continues to provide external disclosures to CDP (formerly the Carbonyear ended December 31, 2022.

Disclosure Project) and S&P Global’s Corporate Sustainability Assessment (CSA) and has received high scores over the past year which are reflective of our leading commitments, progress and performance.

Enhancing our environmental, social and governance performance is a key element of Dow’s strategic priorities, and we ensure transparency and accountability for these areas through the active engagement of our Board. Each Committee is responsible for oversight of specific strategic and environmental, social and governance areas relevant to their respective Charters. The role of the Board and each Committee is described in more detail beginning on page 25.

Dow’s comprehensive annual disclosure of environmental, social and governance performance can be found on our website at www.dow.com/esgesg.. 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 continue 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, current and prospective employees, community advisory panels, societal organizations, regulators, shareholders and investors. We also bring in diverse perspectives and guidance through our Sustainability External Advisory Council (SEAC) and Science and Technology Advisory Council (STAC).

TRACKING PROGRESS THROUGH COMPENSATION PROGRAMS

We know accountability drives progress and performance. With that in mind, our Performance Award program and executive compensation programs are designed to motivate and reward employees for their contributions toward Dow’s most critical goals.

The Compensation and Leadership Development Committee annually reviews and evaluates the Performance Award program and executive compensation programs to ensure alignment with Dow’s compensation philosophy and expected performance. For detail on the Company’s Performance Award program and executive compensation programs, see the CD&A section beginning on page 54.

As one of the world’s leading plastics makers, Dow and theits 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 increasing environmental pollution but also to address climate change. Plastics are an essential part of the world’s journey toward a lower carbon emissions future. Our comprehensive approach to reducing our carbon emissions footprint 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.

Alignment to the Paris Agreement

Climate change has serious consequences for the global economy and human progress, and Dow embraces our responsibility to accelerate work to reduce global carbon emissions. We support the Paris Agreement and are committed to achieving its goal of keeping global temperature rise well below 2°C, and to pursue efforts to limit the increase to 1.5°C.

We have been working with internal and external stakeholders to understand how Dow can best demonstrate and enact our commitment to decarbonization in line with climate science. Some technologies needed for deep decarbonization—such as carbon capture, usage and storage—are not yet available at scale in all geographies, which limits our ability to tackle this problem in the short term. However, through investments in longer-term innovation, such as electrifying ethylene steam crackers, we are committed to transitioning to cleaner manufacturing facilities by 2050 and enabling positive climate impact across value chains through recycled feedstocks and product innovations.

		INCLUSION, DIVERSITY AND EQUITY

At Dow, we are committed to advancing ID&E for all. Our long-term business growth and success is only achievable with a diverse team and an inclusive culture where everyone can grow and thrive. Our ID&E strategy focuses on leading with inclusion, elevating our focus on diversity and embedding equity into our practices, policies and processes to deliver breakthrough results by 2025.

In 2023, Dow advanced to #7 on the DiversityInc Top 50 Companies for Diversity list and was recognized by Great Place to Work^® and FORTUNE as one of the 25 World’s Best Workplaces^TM. These are significant accomplishments that represent only two of the many awards the Company received related to its efforts in ID&E.

Accountability at Every Level Drives Progress and Results

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.

Attracting and Developing a Diverse Talent Pipeline

In order to make sustainable progress, we must develop tomorrow’s talented workforce today. A focus of our 2025 ID&E strategy is improving the representation of underrepresented populations, including women globally and ethnic minorities in the U.S. at Dow. We are deliberate in how we attract and hire talent, and we have embedded inclusion and equity into our external and internal hiring practices to deliver more diverse outcomes. Those practices include:

Investing in our Workforce

Developing and retaining a diverse workforce is imperative to delivering the best results at Dow and it starts with leadership. That is why one of our top priorities is diversifying our leadership ranks and equipping all leaders to be effective in how they motivate and inspire everyone on their teams. Dow utilizes a range of leadership development approaches, including on-the-job learning, classroom training, online learning, development through ERG participation, and formal mentorship and sponsorship programs.

Advancing our Culture through Employee Resource Groups

At Dow, ourDow’s ten Employee Resource Groups (“ERGs”)ERGs are catalysts for sustained engagement, activating inclusion acrossrepresentative of the organizationCompany’s diverse workforce and driving business success.help foster an inclusive workplace. Our ERGs represent different dimensions of diversity and are safe havenscontinue to be a valuable resource for employees to see themselves, be themselves and to be heard.the Company by cultivating positive employee experiences and providing a platform for business growth. ERGs are also places where allies engageopen to learn and advocate.the total workforce with strong allyship representation.

Advancing ID&E in Our Communities

We are championing a more inclusive society in the communities where we live and work and are committed to addressing systemic discrimination and inequities. Launched in 2020, Dow ACTs is our strategic framework designed to address systemic racism and inequality, backed by a $21 million pledge through 2028 to help accelerate change. ACT is an acronym for three areas of focus: Advocacy, Community engagement and our own Talent pipeline.

Supplier Diversity: Promoting DiversityDelivering Impact to Communities and Our Bottom Line

Dow is committed to promoting diversity and inclusion across our Supply Chain

its supply chain. We believe that a diverse and inclusive supplier base not only benefits our business, is stronger when we promote diversity across our entire supply chain. For our suppliers, that means opportunities for growth and increased sales volume. Plus, supplier diversity delivers bottom-line value for Dow. We increased our 2022 spend by 22.6% percent compared with 2021. This is a program that opens doors for our suppliers, andbut also strengthens the communities where we operate. As a leaderWe offer supplier training and development programs, mentorship opportunities, and events and networking opportunities for diverse suppliers. Dow’s goal is to exceed $500 million in ID&E, we know we must lead outside of our fence line and for our society.global diverse supplier spend by 2025.

Human Capital

Dow’s ambition—to becomebe the most innovative, customer-centric, inclusive and sustainable materials science company in the world—starts with people. Dow employees create innovative and sustainable materials science solutions to advance the world. Every answer starts with asking the right questions. This is why the diverse, dedicated Dow team collaborates with customers and other stakeholders to find solutions to the world’s toughest challenges. The Company’s values of Integrity, Respect for People, Integrity and Protecting Our Planet are fundamental beliefs that are ingrained in each action taken, can never be compromised and are the foundation of the Company’s Code of Conduct.

Global Citizenship is our active role in helping to improve theThe communities where we livedo business are also the places our people call home. We are a stronger, more competitive company when our communities are strong and work. Through charitable investments, employee volunteerismresilient. Across the globe, we are leveraging our people and global and local partnerships we seek to create meaningful social impact by:advance community-driven solutions through five strategic priority areas:

Global Citizenship Priority Areas and HighlightHighlighted Programs

Making an Impact

Engaging

Collaborating with Communities

2023 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 2022,2023, we took the following actions:

DIRECTOR NOMINEES

TheBalanced, Effective Board has nominated twelve individuals for election at the 2023 Meeting upon recommendation of the Corporate Governance Committee. The information set forth below and described in more detail beginning on page 39 supports the conclusion that these individuals are highly qualified to serve on the Board.

As of April 13, 2023. Diversity characteristics and qualifications are based on information self-identified by each Director nominee. Director since 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.

Driving Performance with Strong Leadership and GovernanceEngagement

In 2022,The responsibilities of the Board and its Committees continued to improve transparency andare aligned with leadership accountability by outlining clear oversight responsibilities for ouracross environmental, social and governance priorities, directly in the Board Committee Charters, and aligned with management reporting lines aswhich are summarized in the table below.

Meet our Board

We are committed to maintaining a Board that is best equipped to be a responsible steward of Dow’s strategy, performance and risk management. In addition to gender and ethnic diversity, our Board brings relevant skills, 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 twelve individuals nominated for election at the 2024 Meeting, see the section titled “Election of Directors” beginning on page 33.

Executive Compensation

The objectives of Dow’s compensation program are set by the Compensation and Leadership Development Committee.Committee and 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 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.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 54.55. 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 5055 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, as well as stockholder support for our most recent advisory vote on executive compensation, when reviewing the business, corporate governance and executive compensation profiles.

The Company continually evaluates enhancements to our corporateenvironmental, social, governance ESG and executive compensation practices, and appreciates engaging key stakeholders—stakeholders, including our stockholders—stockholders, in the evaluation of these enhancements. For example, as we made the following recent decisions:actions are being implemented:

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: