Form 8-K

8-K — DOW INC.

Accession: 0001193125-26-153769

Filed: 2026-04-14

Period: 2026-04-09

CIK: 0001751788

SIC: 2821 (PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d103960d8k.htm (Primary)

EX-10.(5)(12) (d103960dex10512.htm)

EX-99.1 (d103960dex991.htm)

EX-99.2 (d103960dex992.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 14, 2026 (April 9, 2026)

Commission

File Number

Exact Name of Registrant as Specified in its Charter,

Principal Office Address and Telephone Number

State of Incorporation or

Organization

I.R.S. Employer

Identification No.

001-38646

Dow Inc.

2211 H.H. Dow Way, Midland, MI 48674

(989) 636-1000

Delaware

30-1128146

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Registrant

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Dow Inc.

Common Stock, par value $0.01 per share

DOW

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

On April 14, 2026, Dow Inc. (“Dow” or the “Company”) announced that on April 9, 2026 the Board of Directors (the “Board”) appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026. Ms. Carter will succeed Jim Fitterling, who will remain an employee of the Company and transition from Chief Executive Officer to Executive Chair effective July 1, 2026. He will serve as Executive Chair of the Board and continue to serve as a Director until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

As Chief Executive Officer, Ms. Carter will lead the execution of Dow’s global strategy and management of its enterprise operations. As Executive Chair, Mr. Fitterling will continue to chair the Board and focus on long-term strategy, governance and key external relationships. Richard K. Davis will continue to serve as Dow’s Independent Lead Director.

Ms. Carter, 55, brings more than three decades of experience at Dow. She has served as Dow’s Chief Operating Officer since December 2024 with oversight for business and operational performance across the Company and responsibility for Dow’s operating segments and key functional organizations, while strengthening customer engagement and accelerating innovation. Prior to her role as Chief Operating Officer, Ms. Carter served as President of Dow’s Packaging & Specialty Plastics business segment, the Company’s largest operating segment, from 2022 to 2024 and as Dow’s Chief Human Resources Officer and Chief Inclusion Officer from 2019 to 2022. Prior to those roles, Ms. Carter held roles of increasing responsibility in business, commercial, and corporate functions at Dow.

There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as Chief Executive Officer of the Company. There are no family relationships between Ms. Carter and any of the Company’s directors or executive officers. There are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Appointment of New Director

On April 9, 2026, the Board expanded the size of the Board from twelve to thirteen members and appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026 until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Ms. Carter is not independent and will not be named to serve on any Board Committees. Ms. Carter will not receive any additional compensation to serve as a Director.

As noted above, there are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as a Director.

Amendment of the 2019 Stock Incentive Plan

As described under Item 5.07 below, the stockholders of the Company approved an amendment to the Dow Inc. 2019 Stock Incentive Plan, as previously amended on April 15, 2021 (“the Plan”) at the Company’s 2026 Annual Meeting of Stockholders (“2026 Meeting”). The Board approved the amendment to the Plan on February 12, 2026, subject to stockholder approval. The amendment became effective upon stockholder approval and increased the number of shares available for issuance under the Plan from 125 million to 185 million. A description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 27, 2026 (the “Proxy Statement”) and incorporated herein by reference. A copy of the amendment to the Plan is attached hereto as Exhibit 10.5.12 and incorporated herein by reference. All executive officers of the Company are eligible for awards under the Plan as amended.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 9, 2026, Dow held its 2026 Meeting. As of the close of business on February 13, 2026, the record date for the 2026 Meeting, 719,619,373 shares of the Company’s common stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote. A total of 594,483,736 shares of common stock were voted in person or by proxy, representing 82.61% of the shares entitled to be voted and constituting a quorum. Abstentions and broker non-votes were included in determining the presence of a quorum for the 2026 Meeting.

The Company’s Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Agenda Items must receive more for votes than against votes in order to be approved. Abstentions and broker non-votes were not counted and did not have an effect on the outcome of any matter except with respect to Agenda Item 5 (collectively, the “Voting Standard”).

Summary of Final Voting Results of the 2026 Meeting

The following is a summary of the final voting results on the matters considered and voted upon at the 2026 Meeting, all of which are described in the Proxy Statement.

In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the twelve Director nominees named in the Proxy Statement receiving votes in favor of their election in the range of 93-97%. Stockholders voted in favor of each of the management proposals, as Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) received 91% of the votes cast in favor of the proposal, Agenda Item 3 (Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation) received 97% of the votes cast in favor of 1 year, Agenda Item 4 (Approval of the Amendment to the 2019 Stock Incentive Plan) received 76% of votes cast in favor of the proposal, and Agenda Item 5 (Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026) received 94% of the votes cast in favor of the proposal. All percentages set forth above are rounded down to the nearest whole number.

The following are the detailed final voting results on each of the matters considered and voted upon at the 2026 Meeting, all of which are described in the Proxy Statement.

Agenda Item 1: Election of Directors

The Company’s stockholders elected the following twelve nominees to serve on the Board of the Company until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

Director

For

Against

Abstain

Broker Non-Votes

Samuel R. Allen

445,877,861

29,284,594

2,369,821

116,951,460

Gaurdie E. Banister Jr.

459,881,943

15,412,191

2,238,142

116,951,460

Wesley G. Bush

460,414,909

14,937,648

2,179,719

116,951,460

Richard K. Davis

455,776,251

19,608,984

2,147,041

116,951,460

Jerri DeVard

461,476,103

13,881,108

2,175,065

116,951,460

Debra L. Dial

463,405,404

12,059,229

2,067,643

116,951,460

Jeff M. Fettig

450,019,497

25,268,484

2,244,295

116,951,460

Jim Fitterling

452,030,480

23,452,755

2,049,041

116,951,460

Jacqueline C. Hinman

448,048,363

27,362,217

2,121,696

116,951,460

Luis Alberto Moreno

462,930,497

12,348,154

2,253,625

116,951,460

Jill S. Wyant

463,607,690

11,771,355

2,153,231

116,951,460

Daniel W. Yohannes

459,126,787

16,128,068

2,277,421

116,951,460

Agenda Item 2: Advisory Resolution to Approve Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

433,205,402

40,975,195

3,351,679

116,951,460

Agenda Item 3: Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation

The Company’s stockholders approved, on an advisory basis, 1 year as the frequency for future advisory votes on executive compensation.

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

464,062,679

2,572,125

8,010,692

2,886,780

116,951,460

The Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future advisory votes to approve executive compensation.

Agenda Item 4: Approval of the Amendment to the 2019 Stock Incentive Plan

The Company’s stockholders approved the Amendment to the 2019 Stock Incentive Plan.

For

Against

Abstain

Broker Non-Votes

362,953,443

111,146,087

3,432,746

116,951,460

Agenda Item 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

For

Against

Abstain

Broker Non-Votes

560,189,919

31,357,741

2,936,076

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On April 9, 2026, the Company issued a press release announcing the preliminary results from the 2026 Meeting. On April 14, 2026, the Company issued a press release announcing the executive leadership transition described in Section 5 above. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively. The press releases are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall the press releases be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Section 8 – Other Events

Item 8.01 Other Events.

Board Leadership Structure

The Board elected Richard K. Davis to serve as the Independent Lead Director effective April 9, 2026, until the first Board meeting following the 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified.

The Board then elected the following Directors to serve on the designated committees of the Board effective April 9, 2026, until the first Board meeting following the 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified:

Audit Committee: Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial and Daniel W. Yohannes were elected as members of the Audit Committee of the Board. Debra L. Dial was elected the Chair of the Committee.

Compensation and Leadership Development Committee: Samuel R. Allen, Gaurdie E. Banister Jr., Richard K. Davis, Jeff M. Fettig, Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were elected as members of the Compensation and Leadership Development Committee of the Board. Jeff M. Fettig was elected the Chair of the Committee.

Corporate Governance Committee: Samuel R. Allen, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Debra L. Dial, Jeff M. Fettig and Daniel W. Yohannes were elected as members of the Corporate Governance Committee of the Board. Samuel R. Allen was elected the Chair of the Committee.

Environment, Health, Safety & Technology Committee: Wesley G. Bush, Jerri DeVard, Debra L. Dial, Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were elected as members of the Environment, Health, Safety & Technology Committee of the Board. Wesley G. Bush was elected the Chair of the Committee.

Section 9 – Financial Statements and Exhibit

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed on the Exhibit Index are incorporated herein by reference.

Exhibit No.

Exhibit Description

10.5.12

An Amendment to the Dow Inc. 2019 Stock Incentive Plan effective as of April 9, 2026.

99.1

Press release issued by Dow on April 9, 2026.

99.2

Press release issued by Dow on April 14, 2026.

104

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOW INC.

Date: April 14, 2026

/s/ SHANDELL S. MASSEY

Shandell S. Massey

Corporate Secretary and Assistant General Counsel

EX-10.(5)(12)

Filename: d103960dex10512.htm · Sequence: 2

EX-10.(5)(12)

Exhibit 10.5.12

Second Amendment to

Dow

Inc.

2019 Stock Incentive Plan

By authority of Section 12 of the plan document for the Dow Inc. 2019 Stock Incentive Plan as amended April 15, 2021 (the

“Plan”), and the authority granted under the Resolution of the Board of Directors of Dow Inc., dated February 12, 2026, the Plan is hereby amended and clarified as follows, effective as of April 9, 2026, subject to and

contingent upon receipt of required shareholder approval:

1. Section 4(a)(1) of the Plan is hereby amended to read in its entirety

as follows:

(1) The maximum aggregate number of shares of Common Stock that may be delivered

pursuant to (A) Awards granted under the Plan and (B) Employer Method Awards shall be 185 million shares.

* *

/s/ LISA BRYANT

Lisa Bryant

Chief Human Resources Officer

Dow Inc.

Dated: April 9, 2026

EX-99.1

Filename: d103960dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Press Information

2211 H. H. Dow Way

Midland, MI

48674

dow.com

Dow announces results from 2026 Annual Stockholder Meeting

•

All director nominees re-elected for one-year terms

•

Board declares quarterly dividend of 35 cents per share

MIDLAND, Mich. – April 9, 2026 –

Dow (NYSE: DOW) is pleased to report the results of its 2026 Annual Meeting of Stockholders.

Today stockholders elected Samuel R. Allen, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial,

Jeff M. Fettig, Jim Fitterling, Jacqueline C. Hinman, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes to the Company’s Board of Directors for one-year terms. Biographies for all directors,

committee assignments and other corporate governance information are available on our Corporate Governance

website.

Stockholders also approved all other matters presented at the meeting, including:

•

An advisory resolution on executive compensation

•

A one-year frequency for future advisory votes to approve

executive compensation

•

Approval of the amendment to the Company’s 2019 Stock Incentive Plan to increase the number of

shares available for issuance

•

Ratification of the appointment of Deloitte & Touche LLP as Dow’s independent auditor

for 2026

The meeting will be available via

webcast replay on Dow’s website.

Following the Company’s 2026 Annual Meeting of Stockholders, the Board of Directors declared a quarterly dividend of 35 cents per share,

payable June 12, 2026, to shareholders of record on May 29, 2026. This marks the 459th consecutive dividend paid by the Company or its affiliates since 1912.

About Dow

Dow (NYSE: DOW)

is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, customer-focused

innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40

billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com.

###

For further information, please contact:

Investors:

Andrew Riker

ajriker@dow.com

Media:

Sarah

Young

syoung3@dow.com

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release 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. 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,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,”

“outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely

result,” “would,” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking

statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected,

anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability;

any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing;

unexpected barriers in the development of technology, including with respect to Dow’s contemplated capital and operating projects; Dow’s ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the

completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability 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, tariffs and trade policies, 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, logistics and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine

and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; 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; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business.

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, 2025, and the Company’s subsequent reports filed with the U.S. Securities and Exchange Commission. These are not the only risks and uncertainties that Dow

faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it

could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries 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.

®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

EX-99.2

Filename: d103960dex992.htm · Sequence: 4

EX-99.2

Exhibit 99.2

Press Information

2211 H. H. Dow Way

Midland, MI

48674

dow.com

Dow Chair and CEO Jim Fitterling to Become Executive Chair; Karen S. Carter Appointed Chief

Executive Officer

MIDLAND, Mich. – April 14, 2026 – Dow (NYSE: DOW) today announced that Jim Fitterling, Chair and Chief Executive Officer, will become Executive Chair of

the Board, effective July 1, 2026. The Dow Board of Directors has appointed Karen S. Carter, currently Chief Operating Officer, as Chief Executive Officer, effective July 1, 2026. Carter will also join Dow’s Board of Directors

at that time. Richard Davis will continue to serve as Dow’s Independent Lead Director.

Today’s announcement reflects the

culmination of a multi-year, thoughtful succession planning process and supports continuity as Dow continues to advance its strategy as a world leading materials science company.

“On behalf of the Board, I want to thank Jim for his exceptional leadership and continued contributions to Dow,” said Davis.

“Jim has led the company through a period of significant transformation while strengthening Dow’s strategy, culture and long-term positioning. We are equally pleased to congratulate Karen on her appointment as CEO. She is a disciplined,

highly respected leader with a deep understanding of Dow’s businesses and customers. This appointment reflects our confidence in her ability to lead Dow forward into its next chapter of growth and value creation for customers, employees and

shareholders.”

A Legacy of Transformation and Value Creation

During his tenure as CEO, Jim Fitterling has played a pivotal role in reshaping Dow into a more focused, resilient and innovation-driven enterprise, with an emphasis on higher-growth, consumer

demand-led markets. Since becoming CEO in 2018 and Board Chair in 2020, he has guided Dow through its spin-out from DowDuPont, navigated the enterprise through

macroeconomic and geopolitical challenges, and transformed Dow by advancing its sustainability ambitions and reinforcing a culture centered on safety, performance and inclusion.

“Serving as CEO of Dow has been the privilege of a lifetime,” said Fitterling. “Together with our employees and leadership team,

we have transformed Dow into a stronger, more focused company with the right strategy, capabilities and culture for the future. I look forward to continuing to support Dow as Executive Chair and working closely with Karen to help ensure

continuity and strong execution.”

In his new role, Fitterling will continue to chair the Board and focus on long-term strategy,

governance, and key external relationships, while supporting continuity in leadership and execution.

A Proven Leader to Lead Dow

Forward

Karen S. Carter brings more than three decades of experience at Dow, with deep operational expertise and a strong track record of delivering results across the enterprise. As Chief Operating Officer, she

has overseen business and operational performance company-wide, with responsibility for Dow’s operating segments and key functional organizations, while strengthening customer engagement and accelerating innovation.

Previously, Carter served as President of Dow’s Packaging & Specialty Plastics,

the company’s largest operating segment, where she led value growth through asset upgrades, capacity expansions and improved reliability, while advancing circular economy solutions in close partnership with customers and brand owners. She has

also held senior leadership roles across business, commercial, and corporate functions, giving her a uniquely holistic perspective on Dow’s operations.

“I am deeply honored to assume the role of CEO and lead Dow into our next chapter,” said Carter. “Dow has extraordinary people,

world-class assets and leading positions in the markets we serve. Our focus remains unwavering: delivering reliable and innovative solutions for our customers, and long-term value for our employees and our shareholders, while accelerating our

transformation to set a new competitive standard for best-in-class performance. I look forward to continuing my partnership with Jim in his new role as Executive Chair,

and to working with the Board and all of Team Dow to advance our strategy and deliver on our priorities.”

About Dow

Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as

packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable

future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at

www.dow.com.

###

For further information, please contact:

Name

Rachelle Schikorra

ryschikorra@dow.com

Sarah

Young

syoung3@dow.com

®TM

Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

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dei_DocumentPeriodEndDate

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dei_

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xbrli:dateItemType

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duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

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dei:submissionTypeItemType

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

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xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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No definition available.

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Name:

dei_EntityAddressCityOrTown

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- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the state or province.

+ References

No definition available.

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Name:

dei_EntityAddressStateOrProvince

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Data Type:

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

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Data Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

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dei:fileNumberItemType

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duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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dei_

Data Type:

dei:edgarStateCountryItemType

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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