DEF 14A of Dow Inc., Feb 27, 2026

DEF 14A of Dow Inc.

Filed Feb 27, 2026 · FY20250001193125-26-082583

Open on EDGAR

  1. Table of Contents

    | Table of Contents | 1 | | Notice of Annual Meeting of Stockholders | 2 | | Company Highlights | 4 | | 2025 Highlights | 4 | | A Message from our Independent Lead Director | 5 | | Advancing Our Ambition | 6 | | Stockholder Engagement | 8 | | Proxy Statement Summary | 9 | | Corporate Governance Summary | 10 | | Executive Compensation Summary | 13 | | Corporate Governance | 14 | | Corporate Governance Guidelines | 14 | | Director Independence | 14 | | Board Leadership Structure | 15 | | Board, Committee and Annual Meeting Attendance | 16 | | Executive Sessions of Directors | 16 | | Board Committees | 16 | | Board’s Role in the Oversight of Strategy and Performance | 19 | | Board’s Role in the Oversight of Risk Management | 19 | | Cybersecurity and Information Security | 20 | | Code of Conduct | 21 | | Insider Trading Compliance Policy | 21 | | Political Engagement and Disclosure | 22 | | Communications with the Board and Directors | 22 | | Director Qualifications | 22 | | Director Orientation and Education | 23 | | Director Candidate Nominations through Proxy Access | 23 | | Service on Other Public Company Boards | 23 | | Board and Committee Evaluation Process | 24 | | Board Refreshment and Succession Planning | 24 | | Certain Relationships and Related Transactions | 24 | | Related Person Transactions | 25 |

  2. Table of Contents

    | Director Compensation | 36 | | Beneficial Ownership of Company Stock | 39 | | Compensation Discussion & Analysis | 40 | | CD&A Executive Summary | 41 | | Executive Compensation and Benefits | 43 | | The Compensation Process | 58 | | Other Considerations | 61 | | Compensation Tables and Narrative | 63 | | Summary Compensation Table | 63 | | Pay Versus Performance | 68 | | Benefits | 72 | | Potential Payments upon Termination or Change-in-Control | 74 | | Compensation and Leadership Development Committee Report | 78 | | Management Proposals | 79 | | Agenda Item 2: Advisory Resolution to Approve Executive Compensation | 79 | | Agenda Item 3: Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation | 80 | | Agenda Item 4: Approval of the Amendment to the 2019 Stock Incentive Plan | 81 | | Agenda Item 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2026 | 88 | | Audit Committee Report | 90 | | Voting and Attendance Procedures | 91 | | Additional Information | 94 | | Appendix | 96 | | Select Financial Measures (Non-GAAP Reconciliation) | 96 | | Dow Inc. 2019 Stock Incentive Plan as Amended | 98 | | Defined Terms | 111 | | About Dow and Cautionary Statement Regarding Forward-Looking Statements | 112 |

  3. Meet Our Board

    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.

  4. Election of Directors

    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.

  5. Election of Directors

    | | | | | | Samuel R. Allen Age: 72 Director Since: 2019 | Gaurdie E. Banister Jr. Age: 68 Director Since: 2020 | Wesley G. Bush Age: 65 Director Since: 2018 | Richard K. Davis Age: 68 Director Since: 2015 |

  6. Election of Directors

    | | | | | | Jerri DeVard Age: 67 Director Since: 2022 | Debra L. Dial Age: 65 Director Since: 2021 | Jeff M. Fettig Age: 69 Director Since: 2003 | Jim Fitterling Age: 64 Director Since: 2018 |

  7. Election of Directors

    | | | | | | Jacqueline C. Hinman Age: 64 Director Since: 2018 | Luis Alberto Moreno Age: 72 Director Since: 2021 | Jill S. Wyant Age: 54 Director Since: 2020 | Daniel W. Yohannes Age: 73 Director Since: 2018 |

  8. Qualifications and Composition

    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.

  9. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  10. Qualifications and Composition

    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.

  11. Qualifications and Composition

    | | Public company executive / CEO experience | | Global/international | | | Directors who hold or have held executive leadership positions possess an understanding of public company considerations and capital structure. | | Directors with global or international work or management experience offer valuable perspective given the global operations of the Company. | | | Strategic planning and enterprise risk management | | Human capital management | | | Directors who have experience at large/complex organizations (including other board memberships) provide strong oversight of the Company’s strategic priorities, corporate and business plans, and enterprise risk management. | | Directors who have experience in human capital management offer valuable perspective for employee health and safety, work environment and culture, talent development and compensation and benefits. | | | Financial and accounting | | Manufacturing and industry | | | Directors with an advanced understanding of finance and accounting provide strong oversight of the Company’s financial reporting and internal controls. | | Directors who have experience in the industry and markets served by the Company offer valuable perspective for business operations and global supply chain. | | | Technology and/or cybersecurity | | Science and/or academia | | | Directors who have experience and/or expertise in technology or cybersecurity, including information security, artificial intelligence and e-commerce, are particularly important given the Company’s focus on digitalization and innovation. | | Directors who have expertise in the science or academic fields are important given the Company’s focus on research and innovation. | | | | | Public policy Directors with public policy and/or legal experience have key insight into the role of regulatory compliance and government affairs affecting the Company. | | | Corporate governance Directors with experience on a public company board enhance the Board’s corporate governance practices and increase effectiveness. | | | | | | | Social purpose Directors with social purpose strengthen the Company’s commitment to accelerate positive social change and create a sustainable future where our communities can thrive. | | | Environmental/climate-related | | | | | Directors with environmental, sustainability or climate-related experience provide strong oversight of the Company’s commitments to protect the climate, reduce carbon emissions, transform plastic waste and advance a circular economy. | | | | | Marketing and brand management | | | | | Directors with experience in consumer dynamics, corporate brands and end-user markets offer valuable perspective given the Company’s customer-centric mindset. | | |

  12. Qualifications and Composition

    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.

  13. Qualifications and Composition

    | AGE: 72 DIRECTOR SINCE: 2019 COMMITTEES: Compensation, Governance (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: Whirlpool Corporation (since 2010) | Samuel R. Allen Former Chairman and Chief Executive Officer, Deere & Company | | | “Transparency and collaboration are essential to strong governance and effective leadership at Dow. The Board and management are committed to fostering open dialogue and strategic thinking that empowers our teams to deliver value for all stakeholders.” Mr. Allen is the former Chairman and Chief Executive Officer of Deere & Company, a world leading provider of products and services for agriculture, construction, road-building, forestry, and turf care. Mr. Allen joined Deere in 1975 and held various executive positions until assuming the role of Chairman (2010 – 2020) and Chief Executive Officer (2009 – 2019). Whirlpool Corporation has announced that Mr. Allen will retire from the Whirlpool Board of Directors in 2026. | | | Contributing to Dow’s Board Mr. Allen brings global public company, business, and leadership expertise as the former Chairman and Chief Executive Officer of Deere. He has extensive experience and knowledge of international business operations, manufacturing, consumer marketing, and sales, which are particularly important given the global presence and business operations of the Company. He provides the Board valuable insight on the Company’s strategic planning and enterprise risk management. Mr. Allen has public company board experience resulting in corporate governance, talent succession, and executive compensation expertise, as well as board leadership experience. |

  14. Qualifications and Composition

    | AGE: 68 DIRECTOR SINCE: 2020 COMMITTEES: Compensation, Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: Enbridge Inc. (since 2021) | Gaurdie E. Banister Jr. Former President and Chief Executive Officer, Aera Energy LLC | | | “Dow’s pursuit of sustainable solutions is matched only by our dedication to operational excellence and safety. The Board is committed to guiding strategies that foster innovation and continuous improvement across our global operations.” Mr. Banister is the former President and Chief Executive Officer of Aera Energy LLC, a leading oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil. Mr. Banister joined Shell Oil in 1980 and held various executive positions before assuming the role of President and Chief Executive Officer of Aera Energy (2007 – 2015). Mr. Banister served on the Board of Directors of Tyson Foods (2011 – 2022), and continues to serve as Chair of the Board (since 2022) and Director (since 2018) of Russell Reynolds Associates, a private leadership advisory and search firm. | | | Contributing to Dow’s Board Mr. Banister brings significant global business and leadership expertise as former Chief Executive Officer of one of California’s largest oil and gas producers and through his public company board experience. He has a strong background in engineering and the energy sector and provides valuable perspective in strategic planning, public policy, climate related matters, information technology, marketing and brand management, enterprise risk management, and operational excellence, all of which are relevant to Dow’s business operations. Mr. Banister has an established record of advocacy for people through both a safe and inclusive workplace. |

  15. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  16. Qualifications and Composition

    | AGE: 65 DIRECTOR SINCE: 2018 COMMITTEES: Audit, Governance, EHS&T OTHER PUBLIC COMPANY DIRECTORSHIPS: General Motors Co. (since 2019), General Electric Company operating as GE Aerospace (since December 2025) | Wesley G. Bush Former Chairman and Chief Executive Officer, Northrop Grumman Corporation | | | “Innovation drives Dow’s progress every day. I’m proud to work with a Board and management team committed to implementing strategies that keep us leading in developing materials and technologies that shape tomorrow’s world while enabling shareholder returns.” Mr. Bush is the former Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense technology company. Mr. Bush joined TRW Inc. in 1987, where he held engineering and executive roles before the company was acquired by Northrop Grumman in 2002, later serving as Chief Executive Officer (2010 – 2018) and Chairman (2011 – 2019). Mr. Bush served on the Board of Directors of Cisco Systems Inc. (2019 – December 2025) and the DowDuPont Inc. Materials Advisory Committee (August 2018 – April 2019). | | | Contributing to Dow’s Board Mr. Bush brings significant leadership and governance experience, including as a public company Chief Executive Officer, with a strong background in engineering and the industrials and transportation sectors. Mr. Bush is also a proven operator as a former Chief Operating Officer and is also experienced in finance and accounting, safety, environmental and climate matters — including through his role as a board member of Conservation International — public policy, governmental and stakeholder relations, corporate citizenship, human capital, cybersecurity and information technology, risk management, and strategic planning. |

  17. Qualifications and Composition

    | AGE: 68 DIRECTOR SINCE: 2015 COMMITTEES: Audit (Chair), Compensation, Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: Mastercard Incorporated (since 2018), Wells Fargo and Company (since 2022) | Richard K. Davis Lead Director, Dow; Former Executive Chairman and Chief Executive Officer, U.S. Bancorp | | | “Dow is committed to strong governance and financial integrity. As a Board member, it is my privilege to uphold rigorous standards that support our culture of leadership, ethics, and transparency.” Mr. Davis is the former Executive Chairman (2007 – 2018) and Chief Executive Officer (2006 – 2017) of U.S. Bancorp, parent company of U.S. Bank, one of the largest commercial banks in the United States and has held various other executive positions including President and Chief Operating Officer. Mr. Davis served as President and Chief Executive Officer of Make-A-Wish America (2019 – 2022) and as director of Xcel Energy Inc. (2006 – 2020). He also served on the Board of Directors of TDCC (May 2015 – September 2017), the DowDuPont Inc. Materials Advisory Committee (September 2017 – July 2018), and the Board of Directors of DowDuPont Inc. (July 2018 – April 2019). Mr. Davis has served as Independent Lead Director since April 2021. | | | Contributing to Dow’s Board Mr. Davis brings global business and leadership experience as a former Chairman and Chief Executive Officer of a public company, particularly in industries subject to extensive regulation. His broad experience and knowledge of international business operations, financial services, and capital allocation is particularly important given the global presence and financial aspects of the Company. Mr. Davis has additional public company and nonprofit board experience across the financial services and medical industries resulting in additional corporate governance and compensation experience, financial expertise, risk management, strategic planning and board leadership experience. |

  18. Qualifications and Composition

    | AGE: 67 DIRECTOR SINCE: 2022 COMMITTEES: Audit, EHS&T OTHER PUBLIC COMPANY DIRECTORSHIPS: Cars.com Inc. (since 2017), Root, Inc. (since 2020), Under Armour Inc. (since 2017) | Jerri DeVard Former Executive Vice President and Chief Customer Officer, Office Depot, Inc. | | | “Dow’s Board thrives on varied perspectives and bold ideas. Every Director is dedicated to championing creativity and collaboration as we tackle complex challenges and drive shareholder value.” Ms. DeVard is the former Executive Vice President and Chief Customer Officer of Office Depot, Inc., an office supply retailing company (2018 – 2020). Prior to joining Office Depot in 2017 as Chief Marketing Officer, she served as Senior Vice President and Chief Marketing Officer at The ADT Corporation (2014 – 2016) and Executive Vice President and Chief Marketing Officer at Nokia Corporation in addition to other senior marketing roles at previous companies. Ms. DeVard was also principal at DeVard Marketing Group, a firm specializing in digital and multicultural branding and marketing strategies. Ms. DeVard served on the Board of Directors of the Focus Impact Acquisition Corp. (2021 – 2022). | | | Contributing to Dow’s Board Ms. DeVard brings over 30 years of leadership experience at large global brands, including those of public companies. She is highly experienced in the strategic, operational, and financial aspects of integrated and online marketing, including expertise in e-commerce, brand management, and customer engagement. Ms. DeVard also brings extensive risk management and governance experience in consumer products, e-commerce, social impact, change management, and digital transformation across national and global enterprises, all of which are key areas of focus for the Company. Ms. DeVard is the CEO and founder of the Black Executive CMO Alliance (BECA), an alliance designed to help build the next generation of marketing executives. |

  19. Qualifications and Composition

    | AGE: 65 DIRECTOR SINCE: 2021 COMMITTEES: Audit, EHS&T OTHER PUBLIC COMPANY DIRECTORSHIPS: Booz Allen Hamilton Holding Corporation (since January 2025), Hubbell Incorporated (since 2023) | Debra L. Dial Former Senior Vice President, Chief Accounting Officer, and Controller, AT&T Inc. | | | “I am honored to work with management and the Board through today’s quickly evolving environment, ensuring we create lasting value for our shareholders.” Ms. Dial is the former Senior Vice President, Chief Accounting Officer, and Controller of AT&T Inc., a global telecommunications company. Ms. Dial joined AT&T in 1996, held finance and accounting leadership roles, and served as Chief Accounting Officer (2022 – 2023) and Senior Vice President and Controller (2016 – 2023). Previously Ms. Dial served as Vice President of Finance for AT&T Capital Management with responsibility for capital allocation, budgeting, and governance, and as Chief Financial Officer for the AT&T Chief Information and Technology Officers. Prior to joining AT&T in 1996, Ms. Dial spent ten years at KPMG in their audit practice, where she held roles of increasing responsibility. | | | Contributing to Dow’s Board Ms. Dial is a senior finance executive with over 25 years of experience in financial reporting, accounting policy, and capital allocation with a Fortune 50 global telecommunications company. Ms. Dial brings a broad perspective and strategic insights through her experience in driving sizeable merger integration; leading successful cost transformation; executing mergers and acquisitions valuation analysis; overseeing SEC reporting including climate related disclosures, financial policy, and governance; managing long-term financial planning; focusing on enterprise risk management; and supporting investor relations, all of which are key areas of focus for the Company. |

  20. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  21. Qualifications and Composition

    | AGE: 69 DIRECTOR SINCE: 2003 COMMITTEES: Compensation (Chair), Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: Sherwin-Williams Co. (since 2019) | Jeff M. Fettig Former Chairman and Chief Executive Officer, Whirlpool Corporation | | | “Serving on Dow’s Board is an opportunity to help shape the future of an iconic company. Together, we strive to create lasting value and positive impact for our shareholders and society.” Mr. Fettig is the former Chairman and Chief Executive Officer of Whirlpool Corporation, a leading manufacturer of home appliances. Mr. Fettig joined Whirlpool in 1981, and held various executive positions, before serving as Chairman (2004 – 2018) and Chief Executive Officer (2004 – 2017). Mr. Fettig served on the Board of Directors of TDCC (December 2003 – September 2017) and DowDuPont Inc. (September 2017 – April 2019). | | | Contributing to Dow’s Board Mr. Fettig brings global public company, business, and leadership experience as the former Chairman and Chief Executive Officer of Whirlpool Corporation. He has extensive experience and knowledge of corporate governance, international business operations, manufacturing, marketing and brand management, sales and distribution, which is particularly important given the global presence and business operations of the Company. Mr. Fettig also has extensive experience and knowledge of consumer dynamics, branded consumer products, and end-user markets and servicing relevant to the business operations and focus of the Company. He provides the Board valuable insight on the Company’s strategic priorities and enterprise risk management. |

  22. Qualifications and Composition

    | AGE: 64 DIRECTOR SINCE: 2018 COMMITTEES: None OTHER PUBLIC COMPANY DIRECTORSHIPS: 3M Company (since 2021) | Jim Fitterling Chair and Chief Executive Officer, Dow | | | “Dow’s strength lies in our ability to turn bold ideas into real solutions. Our Board is committed to fostering a culture where collaboration and innovation drive meaningful progress and long-term value for our stakeholders.” Mr. Fitterling is the Chair and Chief Executive Officer of Dow. Mr. Fitterling first joined Dow in 1984 and has held various other executive positions, including President, Chief Operating Officer, Vice Chair of Business Operations, Senior Vice President of Corporate Development, and President of the Plastics and Hydrocarbons businesses before assuming the roles of Chief Executive Officer (since August 2018) and Chair (since April 2020). He was also the Chief Operating Officer of the DowDuPont Inc. Materials Science Division (September 2017 – April 2019). Mr. Fitterling also served as the 2021 Chair of the Board of Directors of the American Chemistry Council and was elected to serve as the 2022 and 2023 Chair of the Board of Directors of the National Association of Manufacturers. | | | Contributing to Dow’s Board Mr. Fitterling played a key role in Dow’s transformation from lower-margin, commodity businesses to one more deeply focused on higher-growth, consumer demand-driven markets that value innovation — with the goal of creating the most innovative, customer-centric, inclusive, and sustainable materials science company in the world. During his more than 40-year career at Dow, Mr. Fitterling has held leadership positions in many of the Company’s business units, as well as corporate development and business operations, bringing extensive business and leadership experience in the industry. In addition, he served as the business lead in Dow’s successful launch of its next-generation sustainability goals. Mr. Fitterling is uniquely suited to facilitate the Board’s governance oversight of strategic planning and enterprise risk management. |

  23. Qualifications and Composition

    | AGE: 64 DIRECTOR SINCE: 2018 COMMITTEES: Compensation, Governance, EHS&T (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: International Paper, Inc. (since 2017) | Jacqueline C. Hinman Chief Executive Officer and Director, Atlas Technical Consultants; Former Chairman, President, and Chief Executive Officer, CH2M HILL Companies | | | “My favorite part of being a Board member is getting to support Dow’s passion for sustainability. Together we are advancing solutions that optimize operations, embrace renewable energy, and create long-term value for our shareholders, customers, and communities.” Ms. Hinman is the Chief Executive Officer and a director of Atlas Technical Consultants, a private infrastructure and environmental solutions provider. She has held this position since January 2024. Ms. Hinman is also the former Chairman, President, and Chief Executive Officer of CH2M HILL Companies (“CH2M”), an engineering and consulting firm focused on delivering infrastructure, energy, environmental, and industrial solutions. Ms. Hinman served on the DowDuPont Inc. Materials Advisory Committee (July 2018 – April 2019) and the Board of Directors of AECOM (2019 – 2022). | | | Contributing to Dow’s Board Ms. Hinman brings senior management and leadership capabilities, having served as Chairman, President, and Chief Executive Officer of CH2M, including deep experience with global manufacturing companies. Ms. Hinman’s experience in a global engineering consulting business provides her with a unique knowledge of environmental and sustainability issues globally. Ms. Hinman also brings international operations, strategic planning, risk management, finance, accounting, supply chain, information technology, marketing and brand management expertise to the Board. |

  24. Qualifications and Composition

    | AGE: 72 DIRECTOR SINCE: 2021 COMMITTEES: Compensation, EHS&T OTHER PUBLIC COMPANY DIRECTORSHIPS: Nu Holdings Ltd. (since 2021) | Luis Alberto Moreno Managing Director, Allen & Co LLC; Former President, Inter-American Development Bank | | | “Dow’s impact reaches far beyond business. I am proud to support initiatives that foster resilience, sustainability, and shared prosperity across the many communities where we operate.” Mr. Moreno is the Managing Director at Allen & Co LLC, a private investment bank, and has held this position since 2021. Mr. Moreno is the former President of Inter-American Development Bank Group (“IDB”), a regional multilateral financing development bank in Latin America and the Caribbean (2005 – 2020). Before joining IDB, he served as Colombia’s Ambassador to the United States (1998 – 2005). Mr. Moreno also previously served as Colombia’s minister of economic development and as head of the Industrial Advancement Institute, a public-sector holding company. He served on the Board of Fomento Económico Mexicano, S.A.B. de C.V. (2021 – 2022) and currently serves on the Global Advisory Council of Coinbase Global Inc., a cryptocurrency exchange. | | | Contributing to Dow’s Board Mr. Moreno is highly qualified in the areas of development finance; public policy; and social, economic, and institutional development. He has experience in both public and private sectors in Colombia and significant expertise in capital planning, financing and risk management. Mr. Moreno has an established record of advocacy for social objectives and leads numerous initiatives to benefit the global community such as advances in renewable energy and the protection of the environment, healthcare access, climate resilience and adaptation, sustainable cities, and digital connectivity and innovation. |

  25. Qualifications and Composition

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  26. Qualifications and Composition

    | AGE: 54 DIRECTOR SINCE: 2020 COMMITTEES: Compensation, EHS&T OTHER PUBLIC COMPANY DIRECTORSHIPS: None | Jill S. Wyant President and Chief Executive Officer, Madison Air | | | “Building on Dow’s legacy as a leader in materials science, the Board continues to innovate, seek opportunities for growth, and create lasting value for our shareholders, customers, communities, and employees.” Ms. Wyant is the President and Chief Executive Officer of Madison Air, a company focused on air quality solutions. Ms. Wyant joined Madison Air in 2021 after serving as Executive Vice President of Innovation and Transformation at Ecolab Inc. (2020 – 2021) along with other senior leadership roles and previously held leadership positions at General Electric. | | | CONTRIBUTING TO DOW’S BOARD Ms. Wyant is a senior strategy and operating executive with over 25 years of experience leading Fortune 500 businesses in the industrial and healthcare sectors. Ms. Wyant’s career reflects a track record of driving innovative strategies to capture new growth and profit, spearheading breakthrough innovation, driving manufacturing excellence and operational efficiency, leading transformational mergers and acquisitions, and managing risk. She also brings deep industry knowledge, broad perspective on international business and global expansion, experience driving enterprise-wide digital transformations, and sustainability expertise. |

  27. Qualifications and Composition

    | AGE: 73 DIRECTOR SINCE: 2018 COMMITTEES: Audit, Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: None | Daniel W. Yohannes Former U.S. Ambassador to the Organisation for Economic Co-Operation and Development | | | “Dow’s values guide our commitment to responsible governance. I am dedicated to helping the Board uphold these principles and advance sustainable growth for all stakeholders.” Mr. Yohannes served as the U.S. Ambassador to the Organisation for Economic Co-operation and Development (the “OECD”), an international forum promoting economic growth, sustainable development, and energy security (2014 – 2017). Prior to joining OECD, Mr. Yohannes served as Chief Executive Officer of Millennium Challenge Corporation, the independent U.S. government foreign aid agency for poverty. Prior to his U.S. government service, Mr. Yohannes was a leader in the financial services industry, working in various executive leadership roles. Mr. Yohannes served on the DowDuPont Inc. Materials Advisory Committee (July 2018 – April 2019) and as a Director for Xcel Energy Inc. (2017 – May 2025). | | | Contributing to Dow’s Board Mr. Yohannes has a successful record of operation execution and corporate transformation as a Chief Executive Officer and an entrepreneur. He provides the Board finance, governance and risk management expertise and valuable strategic insight into public policy, international trade, and economic development from prior affiliations. Additionally, Mr. Yohannes is passionate about protecting the environment and provides experience in effectively addressing environmental and social issues. |

  28. Nominees for Election

    Nominees for Election The Board presents twelve nominees for election as Directors at the 2026 Meeting. The professional qualifications and other experiences described in the Director biographies on pages 29-34 are based on information self-identified by each Director nominee. Age is as of April 9, 2026. The information set forth herein supports the conclusion that these individuals are highly qualified to serve on the Board. Each nominee currently serves as a Director on the Board and was previously elected to serve as a Director by the Company’s stockholders. Each of the Director nominees consented to being named as a nominee in the proxy materials and to serve if elected. Each Director elected at the 2026 Meeting will serve until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

  29. Director Compensation

    Director Compensation Director compensation is determined by the Board with the assistance of its Compensation and Leadership Development and Corporate Governance Committees and input from the Independent Compensation Consultant. Dow compares its non-employee Director compensation programs, design and compensation elements to the same Compensation Peer Group used for executive compensation, as described in the section titled “Compensation Peer Group and Benchmarking” of the CD&A. Dow targets the median compensation of the Compensation Peer Group for all Director compensation elements. There were no changes to director compensation in 2025.

  30. Non-Employee Director Compensation for 2025

    Non-Employee Director Compensation for 2025 The following table summarizes the compensation paid to Dow’s non-employee Directors during the fiscal year ended December 31, 2025:

  31. Non-Employee Director Compensation for 2025

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Samuel R. Allen | 155,000 | 195,014 | - | - | - | - | 350,014 | | Gaurdie E. Banister Jr. | 135,000 | 195,014 | - | - | - | - | 330,014 | | Wesley G. Bush | 135,000 | 195,014 | - | - | - | - | 330,014 | | Richard K. Davis | 205,000 | 195,014 | - | - | - | - | 400,014 | | Jerri DeVard | 135,000 | 195,014 | - | - | - | - | 330,014 | | Debra L. Dial | 135,000 | 195,014 | - | - | - | - | 330,014 | | Jeff M. Fettig | 160,000 | 195,014 | - | - | - | - | 355,014 | | Jacqueline C. Hinman | 155,000 | 195,014 | - | - | - | - | 350,014 | | Rebecca B. Liebert(c) | 101,250 | 195,014 | - | - | - | - | 296,264 | | Luis Alberto Moreno | 135,000 | 195,014 | - | - | - | - | 330,014 | | Jill S. Wyant | 135,000 | 195,014 | - | - | - | - | 330,014 | | Daniel W. Yohannes | 135,000 | 195,014 | - | - | - | - | 330,014 |

  32. Non-Employee Director Compensation for 2025

    (a) Compensation is prorated and paid in quarterly installments on an annualized basis. Amounts include any amounts that were voluntarily deferred under the Dow Inc. Voluntary Deferred Compensation Plan for Non-Employee Directors, restated and effective as of April 1, 2019. (b) Amounts represent the aggregate grant date fair value of awards in the year of grant in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table. The award of 7,146 RSUs was granted on April 10, 2025 at a grant price of $27.29. Ms. Liebert resigned from the Board effective January 2, 2026.

  33. Non-Employee Director Compensation for 2025

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  34. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS The following table lists outstanding equity awards for each non-employee Director as of December 31, 2025, including equity awards from prior years. This table does not include vested equity awards that have not settled.

  35. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(a)(b) | | Samuel R. Allen | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Gaurdie E. Banister Jr. | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Wesley G. Bush | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Richard K. Davis | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Jerri DeVard | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Debra L. Dial | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Jeff M. Fettig | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Jacqueline C. Hinman | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Rebecca B. Liebert(c) | 04/10/2025 | 7,146 | 167,073 | | Luis Alberto Moreno | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Jill S. Wyant | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 | | Daniel W. Yohannes | 04/10/2025 | 7,146 | 167,073 | | | 04/11/2024 | 3,336 | 77,996 |

  36. NON-EMPLOYEE DIRECTOR OUTSTANDING EQUITY AWARDS

    (a) Includes RSUs granted to non-employee Directors that vest on the second anniversary of the grant date. RSUs that have vested and will settle in shares of Dow common stock following separation of service or on such other permitted deferred settlement date selected by the Director are shown in the Beneficial Ownership of Company Stock table on page 39. (b) Market values are based on the December 31, 2025 closing stock price of $23.38 per share of Dow common stock. Ms. Liebert resigned from the Board effective January 2, 2026. Pursuant to the award terms, the RSUs granted on April 10, 2025 were forfeited due to her resignation.

  37. TABLE OF CONTENTS

    | Compensation Tables & Narrative | 63 | | Summary Compensation Table | 63 | | Grants of Plan-Based Awards | 65 | | Outstanding Equity Awards | 66 | | Option Exercises and Stock Vested | 67 | | Stock Incentive Plan | 67 | | Employee Stock Purchase Plan | 67 | | CEO Pay Ratio | 67 | | Pay Versus Performance | 68 | | Benefits | 72 | | Pension Benefits | 72 | | Defined Benefit Retirement Plans | 72 | | Pension Plans | 72 | | Executives’ Supplemental Retirement Plan | 73 | | Dow Employees’ Savings Plan | 73 | | Nonqualified Deferred Compensation | 74 | | Dow Elective Deferral Plan | 74 | | Potential Payments Upon Termination or Change-in-Control | 74 | | Retirement, Death or Disability | 75 | | Involuntary Termination with Cause | 76 | | Involuntary Termination without Cause | 76 | | Double Trigger Change-in-Control | 76 | | Involuntary Termination or Change-in-Control Values | 77 | | Interlocks and Insider Participation | 78 | | Compensation and Leadership Development Committee Report | 78 |

  38. Key Executive Compensation Practices

    | ✓ | Strong pay for performance alignment among executive compensation outcomes, individual performance and Company financial, strategic and operational performance | ✓ | Stock ownership guidelines of six times base salary for the CEO and four times base salary for the other NEOs | | | | ✓ | Compensation Clawback Policy | | ✓ | Stockholder engagement and feedback considered in executive compensation design | ✓ | Anti-hedging/anti-pledging policies | | ✓ | Compensation program structure designed to discourage excessive risk taking | ✓ | Stock incentive plans prohibit option repricing, reloads, exchanges and options granted below market value without stockholder approval | | ✓ | No change-in-control agreements | ✓ | 100% independent Compensation and Leadership Development Committee | | ✓ | No excise tax gross-ups | | | | ✓ | Limited perquisites | ✓ | Robust processes to assess leadership talent and succession planning for all senior management roles including the CEO | | ✓ | Committee oversight of human capital management, work environment and culture | | | | ✓ | Carefully considered Compensation Peer Group with regular Committee review | ✓ | Independent Compensation Consultant reporting to the Committee | | ✓ | Each component of target pay benchmarked to median of the Compensation Peer Group | ✓ | Regular review of the Committee Charter to ensure best practices and priorities |

  39. Components of Executive Compensation and Benefits

    | | Component | Form | Philosophy | | | Base Salary | Cash | Provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within the Company. | | | Annual Cash Incentive | Performance Award | Reward employees for achieving the most critical financial and operational goals of the Company. | | | LTI | PSUs (65%) | Motivate employees and reward the achievement of specified financial goals and carbon emissions reduction targets, as well as superior Relative TSR performance over a three-year period. | | | | Stock Options (20%) | Provide an incentive for long-term creation of stockholder value. | | | | RSUs (15%) | Help the Company retain its NEOs and other key employees and promote stock ownership. | | | Health, Welfare and Retirement Programs | | Executives generally participate in the same benefit programs that are offered to other salaried employees. Dow benefits are designed to provide market competitive benefits to protect employees’ and their covered dependents’ health and welfare and provide retirement benefits. | | | Perquisites | | Limited perquisites are provided to executives to facilitate strong performance on the job and to enhance their personal security and productivity. |

  40. Base Salary

    Base Salary Base salary is a fixed portion of compensation based primarily on an individual’s skills, job responsibilities and experience, as well as more subjective factors such as the assessment of individual performance by the Committee, with input from the Independent Compensation Consultant. Base salaries for executives are benchmarked against similar jobs and are targeted at the median of the Compensation Peer Group.

  41. 2025 Base Salary Decisions

    2025 Base Salary Decisions The table below shows the annual base salaries for the NEOs as of December 31, 2025 and their respective increases for the year 2025 as determined by the Committee, and for the CEO, the full Board, in February 2025 (effective date March 3, 2025). This information may be different from the base salary provided in the Summary Compensation Table, which reflects actual base salary received for 2025. Mr. Fitterling and Ms. Carter did not receive a base salary increase. Mr. Tate received an increase of 2.6 percent. Dr. Sreeram and Ms. Wilson received an increase of 2.0 percent. These salary adjustments were based upon the Committee’s review of each NEO’s individual experience in their respective roles and on benchmarking against the median of base salaries for comparable positions within the Compensation Peer Group and as recommended by the Independent Compensation Consultant.

  42. Performance Award

    Performance Award Dow's Performance Award Program is an annual cash incentive program designed to motivate and reward employees for achieving the Company’s most critical financial and operational goals. In determining the design and metrics for the Performance Award, the Committee reviews feedback from investors, competitive benchmarking, management’s recommendation and input from the Independent Compensation Consultant. The Committee selects metrics that support economic, environmental, and social well-being through operations and that align with the Company’s stated performance goals to its stakeholders, including employees and stockholders. Actual award payouts are determined following the completion of the program year by measuring actual performance against each metric target multiplied by an individual’s target opportunity. The payout is adjusted by an individual performance factor assessment, which includes safety performance. In setting the targets for each metric, the Committee carefully considers actual prior year business results, the current year business plan, and expected global macroeconomic conditions. The target is typically set at a level consistent with the Company’s expected business plan with thresholds and maximums representing a reasonable risk/reward profile for the metric.

  43. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Each year, the Company grants equity-based awards to leaders and key employees who demonstrate high performance and contribute to long-term stockholder value creation as LTI under the terms of the Dow Inc. 2019 Stock Incentive Plan. These LTI awards are designed to motivate and reward employees to deliver against the Company’s performance goals, support the retention of top talent, focus on long-term growth and return on investment, and create ownership alignment with stockholders. From time to time, the Company may grant additional one-time equity-based awards to key employees, including NEOs, in connection with promotion, recruitment and retention efforts, succession planning or significant accomplishments or achievements. One-time awards are subject to standard terms and conditions, except that vesting provisions may vary on a case-by-case basis and one-time awards are forfeited to the extent the employee voluntarily terminates employment prior to vesting. As with the Company’s approach for all elements of compensation, LTI award levels are targeted at the median of the Compensation Peer Group for comparable positions. Company performance and stock price determine the actual payout and value of LTI awards.

  44. LTI Award Decisions

    LTI Award Decisions In February 2025, the Committee approved the design and metrics for the 2025-2027 PSU Program. The Committee also approved capping the maximum payout of the Ambition Metric at 100 percent if both financial metrics (Operating ROC and Cumulative Cash From Operations) do not achieve at least threshold-level performance as described in the PSU program design. In addition, the Committee approved capping the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period. A new LTI award was approved by the Committee for each NEO, and for the CEO by the full Board, as shown in the Summary Compensation Table, based upon the Compensation Peer Group median LTI values and reflective of the mix of LTI awards described in the table below. There were no grants of one-time equity-based awards to the NEOs in 2025. In February 2026, the Committee approved the results of the 2023-2025 PSU Program. The Committee agreed to the design and metrics for the 2026-2028 PSU Program. The Committee agreed to generally maintain the current design and metrics for the 2026-2028 PSU Program, with the Carbon Emissions Reduction metric serving as a strategic metric to reinforce the Company’s continued commitment to its long-term sustainability goals. Similar to the Performance Award, the Committee approved maintaining the maximum payout of the strategic metric at 100 percent if both financial metrics (Operating ROC and Cumulative Cash From Operations) do not achieve at least threshold-level performance as described in the PSU program design. In addition, the Committee approved maintaining the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period. These provisions further reinforce Dow's Pay for Performance philosophy. In determining the design and metrics for the PSU program, the Committee reviewed feedback from investors, benchmarking, management’s recommendation, and input from the Independent Compensation Consultant. In setting the goals for each metric, the Committee carefully considered actual business results, the business plan, expected global macroeconomic conditions and input from the Independent Compensation Consultant. The target goal is typically set at a level consistent with the Company’s expected business plan with thresholds and maximums representing a reasonable risk/reward profile for the metric. Given that the Company’s business results may fluctuate due to macroeconomic impact, the target goal could be set at a level lower than the prior year’s actual results.

  45. 2025 Award Overview

    | Form | Award Mix | Vesting Terms and Other Conditions | | PSUs | 65% | PSUs can be earned after a three-year performance period based on the following metrics: • Operating ROC • Cumulative Cash from Operations • Relative TSR • Carbon Emissions Reduction Performance for each individual metric ranges from 0 percent to 200 percent of the target, with a total maximum payout capped at 200 percent for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR and the Carbon Emissions Reduction metric. The Ambition Metric payout is capped at 100% if both Operating ROC and Cumulative Cash From Operations do not achieve at least threshold-level performance. The Relative TSR modifier is capped at 100 percent if Absolute TSR is negative over the performance period for the 2025-2027 Program. Accumulated dividend equivalents are paid only on earned shares after the three-year performance period has ended. | | Stock Options | 20% | The exercise price equals the closing stock price of Dow common stock on the grant date. Options generally vest in three equal annual installments beginning on the first anniversary of the grant date and expire after ten years. | | RSUs | 15% | RSUs vest after three years of continuous service. During the vesting period, holders of unvested RSU awards receive quarterly cash payments equal to the dividend paid on the equivalent shares of Dow common stock. |

  46. 2025 Award Overview

    | Relative TSR Peer Group | | Arkema S.A. | | BASF Corporation | | Celanese Corporation | | Chevron Corporation | | Eastman Chemical Company | | Exxon Mobil Corporation | | Huntsman Corporation | | LyondellBasell Industries N.V. | | Phillips 66 | | Shin-Etsu Chemical Co., Ltd. | | Wacker Chemie AG | | Westlake Chemical Corporation |

  47. 2023-2025 Performance Stock Unit Program Results

    2023-2025 Performance Stock Unit Program Results The 2023-2025 PSU Program design was based on a combination of Financial (80 percent) and Ambition (20 percent) performance metrics. The 2023-2025 PSU Program used Operating ROC and Cumulative Cash from Operations as the Financial metrics and Relative TSR as the modifier. The Ambition Metric aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The Ambition Metric was expressed as a cumulative measure of Scope 1 and 2 carbon emissions reduction over the three-year performance period. The graphic below presents the overall design, metric goals and achievements, and the payout result of 40 percent for the 2023-2025 PSU Program: 1. Carbon emissions reduction is measured in metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. 2. 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. 3. Covestro AG was removed from the Relative TSR Peer Group after its acquisition by ADNOC International Limited (now XRG P.J.S.C.) and delisting as a public company on December 5, 2025. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Carbon Emissions Reduction.

  48. 2023-2025 Performance Stock Unit Program Results

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  49. 2024-2026 Performance Stock Unit Program Design

    2024-2026 Performance Stock Unit Program Design In February 2024, the Committee reviewed the PSU program design and metrics alignment between the Company’s ambition and financial objectives and its Decarbonize & Grow strategy. The Committee decided to continue the PSU program design and metrics for the 2024-2026 PSU Program. The 2024-2026 PSU Program maintains Operating ROC and Cumulative Cash from Operations as key financial performance metrics, with Relative TSR as a modifier, which together represent 80 percent of the PSU program award. The 2024-2026 PSU Program maintains the Ambition Metric aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The Committee approved an adjustment for the 2024-2026 PSU Program to express the Ambition Metric as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. The carbon emissions reduction metric represents 20 percent of the 2024-2026 PSU Program design. The graphic below presents the overall design and metric goals for the 2024-2026 PSU Program: 1. Carbon emission reduction is measured in metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. 2. 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. 3. Covestro AG was removed from the Relative TSR Peer Group after its acquisition by ADNOC International Limited (now XRG P.J.S.C.) and delisting as a public company on December 5, 2025. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Carbon Emissions Reduction.

  50. 2025-2027 Performance Stock Unit Program Design

    2025-2027 Performance Stock Unit Program Design In February 2025, the Committee reviewed the PSU program design and metrics alignment between the Company’s ambition and financial objectives and its Decarbonize & Grow strategy. The Committee decided to continue the PSU program design and metrics for the 2025-2027 PSU Program. The 2025-2027 PSU Program maintains Operating ROC and Cumulative Cash from Operations as key financial performance metrics, with Relative TSR as a modifier, which together represent 80 percent of the PSU program award. The 2025-2027 PSU Program maintains the Ambition Metric aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce its net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus its 2020 baseline. The carbon emissions reduction metric is expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period and represents 20 percent of the 2025-2027 PSU Program design. For the 2025-2027 PSU Program, the Committee capped the maximum payout of the Ambition Metric at 100 percent if both financial metrics (Operating ROC and Cumulative Cash From Operations) do not achieve at least threshold-level performance. The Committee also capped the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period for the 2025-2027 PSU Program. The graphic below presents the overall design and metric goals for the 2025-2027 PSU Program: 1. Carbon emissions reduction is measured in metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. 2. Capped at 100% if both Operating ROC and Cumulative Cash From Operations do not achieve at least threshold-level performance. 3. 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. 4. Covestro AG was removed from the Relative TSR Peer Group after its acquisition by ADNOC International Limited (now XRG P.J.S.C.) and delisting as a public company on December 5, 2025. 5. Capped at 100% if Absolute TSR is negative over the performance period. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Carbon Emissions Reduction.

  51. 2025-2027 Performance Stock Unit Program Design

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  52. 2026-2028 Performance Stock Unit Program Design

    2026-2028 Performance Stock Unit Program Design In February 2026, the Committee reviewed the PSU program design and the alignment of its metrics with the Company’s strategic and financial objectives and its Decarbonize & Grow strategy. Based on this review, the Committee determined to continue the overall PSU program design and metrics for the 2026-2028 PSU Program and approved the Carbon Emissions Reduction metric as a strategic metric to reinforce the Company’s ongoing commitment to its long‑term sustainability goals. The 2026-2028 PSU Program continues to include Operating ROC and Cumulative Cash from Operations as the primary financial performance metrics, with Relative TSR serving as a modifier; together, these measures represent 80 percent of the PSU program award. The Program also maintains the strategic performance metric, which remains aligned with the Company’s Decarbonize & Grow strategy and its commitment to reduce net annual Scope 1 and 2 carbon emissions by 5 million metric tons versus the 2020 baseline. The carbon emissions reduction metric is calculated as the average of Scope 1 and 2 emissions reduction over the three‑year performance period and represents 20 percent of the 2026-2028 PSU Program design. For the 2026-2028 PSU Program, the Committee maintained a feature that caps the maximum payout of the strategic metric at 100 percent if both financial metrics (Operating ROC and Cumulative Cash from Operations) do not achieve at least threshold-level performance, as described in the PSU program design. The Committee also capped the Relative TSR modifier at 100 percent if Absolute TSR is negative over the performance period. The graphic below presents the overall design for the 2026-2028 PSU Program: 1. Carbon emissions reduction is measured in metric tons and expressed as an average of Scope 1 and 2 carbon emissions reduction over the three-year performance period. 2. Capped at 100% if both Operating ROC and Cumulative Cash From Operations do not achieve at least threshold-level performance. 3. 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. 4. Capped at 100% if Absolute TSR is negative over the performance period. Capped at 200% for the combined total of Operating ROC plus Cumulative Cash from Operations, even when considering modification based on Relative TSR, plus Carbon Emissions Reduction.

  53. TOTAL DIRECT COMPENSATION

    | Name | Base Salary ($) | Target Annual Incentive | Target Annual Incentive ($) | Target LTI ($) | Target Total Direct Compensation ($) | | Jim Fitterling | 1,695,200 | 175% | 2,966,600 | 14,850,000 | 19,511,800 | | Jeffrey L. Tate | 955,001 | 110% | 1,050,501 | 4,510,300 | 6,515,802 | | Karen S. Carter | 975,000 | 120% | 1,170,000 | 5,200,000 | 7,345,000 | | A. N. Sreeram | 977,914 | 95% | 929,018 | 3,131,100 | 5,038,032 | | Amy E. Wilson | 880,010 | 100% | 880,010 | 3,071,700 | 4,831,720 |

  54. Role of the Compensation and Leadership Development Committee

    Role of the Compensation and Leadership Development Committee The Committee is responsible for establishing Dow’s executive compensation philosophy, approving compensation for the NEOs, excluding the CEO, as well as other executive officers, and has broad discretion for setting compensation types and amounts. As part of the review, management and the Committee also review summary total compensation scenarios in relation to benchmarking and performance targets for the NEOs and consider advice and recommendations from the Independent Compensation Consultant. Additionally, the Committee annually reviews the corporate goals and objectives relevant to the compensation of the CEO. The Committee evaluates the CEO’s performance against the CEO’s objectives and makes recommendations to the independent Directors regarding compensation levels based on that evaluation. The Committee considers compensation market data from the Compensation Peer Group when setting compensation types and amounts for the CEO.

  55. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee retained Mercer as its Independent Compensation Consultant to advise on executive compensation matters. The Independent Compensation Consultant’s responsibilities include: • Advising the Committee on trends and issues in executive compensation. • Reviewing and advising on the group of companies in the Compensation Peer Group. • Consulting on the competitiveness of the compensation structure and levels of Dow’s executive officers and non-employee Directors. • Providing advice and recommendations related to the compensation and design of Dow’s compensation programs. • Reviewing and advising on materials provided to the Committee for discussion and approval. Participating in Committee meetings as requested and communicating with the Chair of the Committee between meetings. The Independent Compensation Consultant has safeguards and procedures in place to maintain independence in its executive compensation consulting practice, and the Committee determines whether the compensation consultant’s work has raised any conflicts of interest. The safeguards implemented by the Independent Compensation Consultant include a rigidly enforced code of conduct, a policy against investing in client organizations and clear separation between the Independent Compensation Consultant‘s executive compensation consulting and their other administrative and consulting business units from a leadership, performance measurement and compensation perspective. The Committee annually reviews the criteria for independence under relevant SEC rules and NYSE listing standards for the Independent Compensation Consultant. The Committee has considered these factors and determined that the Independent Compensation Consultant is independent from management. In 2025, the Independent Compensation Consultant’s aggregate fees for executive and Director compensation consulting services were $358,672. In 2025, the Independent Compensation Consultant and its affiliates provided approximately $4,111,031 in human resources consulting services to Dow unrelated to executive and Director compensation consulting services. The decision to engage the Independent Compensation Consultant to provide these additional services was made by management and approved by the Committee.

  56. Compensation Peer Group and Benchmarking

    Compensation Peer Group and Benchmarking In order to ensure the executive pay program is competitive in attracting, motivating and retaining qualified individuals to work at Dow, Dow maintains a Compensation Peer Group for market comparisons, benchmarking and setting executive and non-employee Director compensation. Market compensation data for the selected Compensation Peer Group is gathered through compensation surveys conducted by the Independent Compensation Consultant. Dow targets the median of the Compensation Peer Group for all compensation elements. Performance Award targets and LTI awards reflect market median values while actual payouts are dependent on Company and individual performance. Below is Dow’s Compensation Peer Group selected for 2025 and a chart that provides a comparison of revenue.

  57. Compensation Peer Group and Benchmarking

    | 2025 Compensation Peer Group | 1. Reflects the most recent reported fiscal year end revenue as of February 17, 2026. Source: S&P Capital IQ. | | 3M Company | | | Archer Daniels Midland Company | | | The Boeing Company | | | The Bristol-Myers Squibb Company | | | Caterpillar Inc. | | | The Coca-Cola Company | | | ConocoPhillips Company | | | Deere & Company | | | Ecolab Inc. | | | Honeywell International Inc. | | | Johnson Controls International Plc | | | Kimberly-Clark Corporation | | | Linde PLC | | | Lockheed Martin Corporation | | | LyondellBasell Industries N.V. | | | Mondelēz International, Inc. | | | Pfizer Inc. | | | PPG Industries, Inc. | | | RTX Corporation | | | The Sherwin-Williams Company | |

  58. Compensation Peer Group and Benchmarking

    | Proxy Summary | Corporate Governance | Board of Directors | Compensation Discussion & Analysis | Compensation Tables & Narrative | Management Proposals |

  59. Compensation Peer Group and Benchmarking

    The Committee regularly evaluates the Compensation Peer Group with support of management and the Independent Compensation Consultant, in consideration of a range of factors, including, but not limited to, industry, revenue size (approximately 0.4x to 2.0x of Dow’s estimated annual revenue), market capitalization and other factors, and it is updated periodically to ensure the companies in the group remain relevant. The Committee reviewed and approved the 2026 Compensation Peer Group, with no change from 2025.

  60. Equity Grant Processes

    Equity Grant Processes The Company grants most equity-based awards, including stock options, on a predetermined schedule aligned with the annual executive compensation review cycle, with the Board approving grants to executive officers as recommended by the Committee on the final day of the Board's February meeting. From time to time, the Company may grant additional one-time equity-based awards to key employees in connection with promotion, recruitment and retention efforts, succession planning or significant accomplishments or achievements. The Committee and the Board do not take into account material non-public information when determining the timing and terms of equity-based awards. The Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  61. Compensation and Risk Management

    Compensation and Risk Management The Committee, in consultation with the Independent Compensation Consultant, reviews at least annually Dow’s compensation policies and practices to determine whether the incentive compensation programs create risks that are reasonably likely to have a material adverse effect on Dow. The evaluation covers a wide range of practices and policies including: the balanced mix between pay elements, the balanced mix between short- and long-term programs, caps on incentive payouts, governance processes in place to establish, review and approve goals, use of multiple performance measures, discretion on individual awards, use of stock ownership guidelines, provisions in severance/change-in-control policies, use of a compensation clawback policy, and Committee oversight of compensation programs. In 2025, the Committee conducted this review and determined that the incentive compensation programs then in effect did not create risks that are reasonably likely to have a material adverse effect on the Company.

  62. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of the Company’s CEO, CFO, next three most highly compensated executive officers as of December 31, 2025 for the fiscal years ended December 31, 2025, 2024, and 2023.

  63. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Compensation ($)(e) | Total ($) | Total Without Change in Pension ($) | | Jim Fitterling | 2025 | 1,695,200 | - | 11,910,628 | 2,970,005 | 533,988 | 1,431,266 | 537,690 | 19,078,777 | 17,647,511 | | Chair and Chief | 2024 | 1,695,200 | - | 12,450,678 | 2,970,101 | 1,201,473 | 228,634 | 518,013 | 19,064,099 | 18,835,465 | | Executive Officer | 2023 | 1,685,169 | - | 11,793,356 | 2,760,060 | 2,758,938 | 1,019,471 | 812,452 | 20,829,446 | 19,809,975 | | Jeffrey L. Tate(f) | 2025 | 950,347 | - | 3,617,737 | 902,092 | 189,090 | 223,414 | 194,434 | 6,077,114 | 5,853,700 | | Chief Financial Officer | 2024 | 925,292 | - | 3,288,714 | 784,507 | 414,671 | 0 | 114,845 | 5,528,030 | 5,528,030 | | | 2023 | 151,462 | | 3,500,028 | - | 173,083 | 1,325,240 | 3,472 | 5,153,285 | 3,828,045 | | Karen S. Carter | 2025 | 975,000 | - | 4,170,853 | 1,040,035 | 210,600 | 503,558 | 266,426 | 7,166,472 | 6,662,914 | | Chief Operating Officer | | | | | | | | | | | | A. N. Sreeram | 2025 | 974,227 | - | 2,511,506 | 626,287 | 167,223 | 314,268 | 145,939 | 4,739,450 | 4,425,182 | | Senior Vice President, | 2024 | 953,066 | - | 2,625,531 | 626,315 | 368,875 | 7,273 | 139,324 | 4,720,384 | 4,713,111 | | Research & Development | 2023 | 916,409 | - | 2,548,978 | 596,432 | 895,914 | 561,753 | 114,318 | 5,633,805 | 5,072,052 | | and Chief Technology Officer | | | | | | | | | | | | Amy E. Wilson | 2025 | 876,692 | - | 2,463,844 | 614,378 | 158,402 | 491,206 | 253,098 | 4,857,620 | 4,366,414 | | General Counsel | 2024 | 857,650 | - | 2,576,387 | 614,390 | 388,240 | 53,433 | 173,816 | 4,663,916 | 4,610,483 | | and Corporate Secretary | 2023 | 785,394 | - | 2,524,400 | 590,731 | 848,652 | 860,369 | 205,479 | 5,815,025 | 4,954,656 |

  64. Summary Compensation Table

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. Note: In order to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules, an additional column is included in this Summary Compensation Table to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. Total Without Change in Pension represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The changes in pension value result from many external variables, such as shifting interest rates, that are not related to Company performance. Therefore, Dow does not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes. (a) Amounts represent the aggregate grant date fair value of awards in the year of the award in accordance with the same standard applied for financial accounting purposes, Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. If valued assuming a maximum payout on the PSU Program, the value of the awards would be: Mr. Fitterling $19,366,148; Mr. Tate $5,882,072; Ms. Carter $6,781,268; Dr. Sreeram $4,083,682; Ms. Wilson $4,005,994. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. (b) Amounts represent the aggregate grant date fair value of awards in the year of the award, based on Dow’s valuation for financial accounting purposes which uses the widely accepted Black-Scholes option valuation model and is otherwise computed in accordance with FASB ASC Topic 718. The option value calculated for the NEOs’ awards granted on February 13, 2025 was $8.27 with an exercise price of $38.34 based on the closing stock price of Dow common stock on the grant date. A discussion of the assumptions used in calculating these values can be found in Note 20 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Individual results for Non-Equity Incentive Plan Compensation are detailed in the section titled “Performance Award” of the CD&A and reflect amounts paid in 2026 for performance achieved in 2025.

  65. Summary Compensation Table

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  66. Summary Compensation Table

    (d) Reflects the aggregate change in the actuarial present value of accumulated pension benefits. With respect to the NEOs who participate in the DEPP Component, the column reflects such aggregate change in the NEO’s age 65 benefit using the actuarial assumptions included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The amounts recorded for the DEPP Component vary with a number of factors, including the discount rate applied to determine the value of future payment streams. As a result of a decrease in prevailing interest rates in the credit markets in 2025, the discount rate used pursuant to pension accounting rules to calculate the present value of future payments decreased from 5.78% for fiscal year 2024 to 5.51% for fiscal year 2025. The increase in pension value resulting from the change in interest rates does not result in any change to the underlying benefits payable to the DEPP Component participants under the DEPP and ESRP. Information about the DEPP and DEPP PPA can be found beginning on page 72. An analysis of the Change in Pension Value for 2025 is shown in the table below.

  67. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides additional information about plan-based compensation for the fiscal year ended December 31, 2025, disclosed in the Summary Compensation Table:

  68. GRANTS OF PLAN-BASED AWARDS

    | | | Date of Action by the | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Compensation Committee | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(c) | Options (#)(d) | Awards ($/Sh) | Awards ($)(e) | | Jim Fitterling | 2/12/2025 | 2/12/2025 | - | 2,966,600 | 5,933,200 | | | | | | | | | | 2/13/2025 | 2/13/2025 | | | | - | 251,770 | 503,540 | | | | 9,683,074 | | | 2/13/2025 | 2/13/2025 | | | | | | | 58,100 | | | 2,227,554 | | | 2/13/2025 | 2/13/2025 | | | | | | | | 359,130 | 38.34 | 2,970,005 | | Jeffrey L. Tate | 2/12/2025 | 2/12/2025 | - | 1,050,501 | 2,101,002 | | | | | | | | | | 2/13/2025 | 2/13/2025 | | | | - | 76,470 | 152,940 | | | | 2,941,036 | | | 2/13/2025 | 2/13/2025 | | | | | | | 17,650 | | | 676,701 | | | 2/13/2025 | 2/13/2025 | | | | | | | | 109,080 | 38.34 | 902,092 | | Karen S. Carter | 2/12/2025 | 2/12/2025 | - | 1,170,000 | 2,340,000 | | | | | | | | | | 2/13/2025 | 2/13/2025 | | | | - | 88,160 | 176,320 | | | | 3,390,634 | | | 2/13/2025 | 2/13/2025 | | | | | | | 20,350 | | | 780,219 | | | 2/13/2025 | 2/13/2025 | | | | | | | | 125,760 | 38.34 | 1,040,035 | | A. N. Sreeram | 2/12/2025 | 2/12/2025 | - | 929,018 | 1,858,037 | | | | | | | | | | 2/13/2025 | 2/13/2025 | | | | - | 53,090 | 106,180 | | | | 2,041,841 | | | 2/13/2025 | 2/13/2025 | | | | | | | 12,250 | | | 469,665 | | | 2/13/2025 | 2/13/2025 | | | | | | | | 75,730 | 38.34 | 626,287 | | Amy E. Wilson | 2/12/2025 | 2/12/2025 | - | 880,010 | 1,760,020 | | | | | | | | | | 2/13/2025 | 2/13/2025 | | | | - | 52,080 | 104,160 | | | | 2,002,997 | | | 2/13/2025 | 2/13/2025 | | | | | | | 12,020 | | | 460,847 | | | 2/13/2025 | 2/13/2025 | | | | | | | | 74,290 | 38.34 | 614,378 |

  69. GRANTS OF PLAN-BASED AWARDS

    (a) Performance Award program as described in the section titled “Performance Award” of the CD&A. (b) PSUs as described in the section titled “Long-Term Incentive Compensation” of the CD&A. Maximum amount represents payout at 200% reflecting overall program cap. (c) RSUs as described in the section titled “Long-Term Incentive Compensation” of the CD&A. (d) Stock Option awards as described in the section titled “Long-Term Incentive Compensation” of the CD&A. Amounts represent the aggregate grant date fair value of awards in the year of the award in accordance with the same standard applied for financial accounting purposes consistent with the values shown in the Summary Compensation Table.

  70. GRANTS OF PLAN-BASED AWARDS

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  71. Outstanding Equity Awards

    Outstanding Equity Awards The following table lists outstanding equity awards for each NEO as of December 31, 2025, including outstanding equity awards from past years.

  72. Outstanding Equity Awards

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(a) | Number of Securities Underlying Unexercised Options (#) Unexercisable(a) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(b) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b)(c) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(d) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(c)(d) | | Jim Fitterling | 02/10/2017 | 97,436 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 102,415 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 262,830 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 407,480 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 244,940 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 241,880 | - | 60.95 | 02/10/2032 | n/a | n/a | n/a | n/a | | | 02/09/2023 | 151,693 | 75,847 | 59.08 | 02/09/2033 | 33,878(e) | 792,068 | 151,830 | 3,549,785 | | | 02/15/2024 | 90,496 | 180,994 | 55.17 | 02/15/2034 | 39,039(e) | 912,732 | 174,960 | 4,090,565 | | | 02/13/2025 | - | 359,130 | 38.34 | 02/13/2035 | 56,171(e) | 1,313,278 | 251,770 | 5,886,383 | | Jeffrey L. Tate | 10/24/2023 | - | - | n/a | n/a | 68,972(e) | 1,612,565 | n/a | n/a | | | 02/15/2024 | 23,903 | 47,807 | 55.17 | 02/15/2034 | 10,353(e) | 242,053 | 46,210 | 1,080,390 | | | 02/13/2025 | - | 109,080 | 38.34 | 02/13/2035 | 17,126(e) | 400,406 | 76,470 | 1,787,869 | | Karen S. Carter | 02/12/2016 | 3,739 | - | 46.60 | 02/12/2026 | n/a | n/a | n/a | n/a | | | 02/10/2017 | 5,193 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 4,416 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 10/10/2018 | 73,425 | - | 60.08 | 10/10/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 37,550 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 57,730 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 35,490 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 36,470 | - | 60.95 | 02/10/2032 | n/a | n/a | n/a | n/a | | | 11/02/2022 | - | - | n/a | n/a | 37,290 | 871,840 | n/a | n/a | | | 02/09/2023 | 25,540 | 12,770 | 59.08 | 02/09/2033 | 5,704(e) | 133,360 | 25,560 | 597,593 | | | 02/15/2024 | 14,866 | 29,734 | 55.17 | 02/15/2034 | 6,419(e) | 150,076 | 28,740 | 671,941 | | | 02/13/2025 | - | 125,760 | 38.34 | 02/13/2035 | 19,674(e) | 459,978 | 88,160 | 2,061,181 | | A. N. Sreeram | 02/15/2018 | 56,060 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 30,564 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 34,720 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 51,270 | - | 60.95 | 02/10/2032 | n/a | n/a | n/a | n/a | | | 02/09/2023 | 32,780 | 16,390 | 59.08 | 02/09/2033 | 7,328(e) | 171,329 | 32,810 | 767,098 | | | 02/15/2024 | 19,083 | 38,167 | 55.17 | 02/15/2034 | 8,237(e) | 192,581 | 36,890 | 862,488 | | | 02/13/2025 | - | 75,730 | 38.34 | 02/13/2035 | 11,843(e) | 276,889 | 53,090 | 1,241,244 | | Amy E. Wilson | 02/10/2017 | 4,719 | - | 61.97 | 02/10/2027 | n/a | n/a | n/a | n/a | | | 02/15/2018 | 4,206 | - | 72.77 | 02/15/2028 | n/a | n/a | n/a | n/a | | | 10/10/2018 | 142,250 | - | 60.08 | 10/10/2028 | n/a | n/a | n/a | n/a | | | 04/11/2019 | 56,330 | - | 54.89 | 02/11/2029 | n/a | n/a | n/a | n/a | | | 02/13/2020 | 60,890 | - | 48.30 | 02/13/2030 | n/a | n/a | n/a | n/a | | | 02/11/2021 | 52,080 | - | 57.67 | 02/11/2031 | n/a | n/a | n/a | n/a | | | 02/10/2022 | 51,270 | - | 60.95 | 02/10/2032 | n/a | n/a | n/a | n/a | | | 02/09/2023 | 32,466 | 16,234 | 59.08 | 02/09/2033 | 7,251(e) | 169,528 | 32,500 | 759,850 | | | 02/15/2024 | 18,720 | 37,440 | 55.17 | 02/15/2034 | 8,082(e) | 188,957 | 36,200 | 846,356 | | | 02/13/2025 | - | 74,290 | 38.34 | 02/13/2035 | 11,621(e) | 271,699 | 52,080 | 1,217,630 |

  73. Outstanding Equity Awards

    (a) Stock Option awards vest in three equal annual installments on the first, second and third anniversaries of the grant date shown in the table. (b) RSUs generally vest and are delivered three years after the grant date. The RSUs granted to Ms. Carter in November 2022 are subject to time-based vesting with 50% of the award having vested and delivered in November 2025 and the remaining 50% of the award to vest and deliver in November 2027. (c) Market values are based on the December 31, 2025 closing stock price of $23.38 per share of Dow common stock. (d) PSUs granted on February 9, 2023 will vest and be delivered in February 2026. PSUs granted on February 15, 2024 will vest and be delivered in February 2027. PSUs granted on February 13, 2025 will vest and be delivered in February 2028. These shares are shown at the target level of performance. The actual number of shares to be delivered will be determined at the end of the three-year performance period. Amount reported reflects RSUs following share withholding for payment of tax obligations.

  74. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table summarizes the value received by the NEOs from Stock Options exercised and stock awards vested during 2025:

  75. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($) | | Jim Fitterling | - | - | 90,978 | 3,508,065 | | Jeffrey L. Tate | - | - | 524 | 12,497 | | Karen S. Carter | - | - | 51,983 | 1,421,004 | | A. N. Sreeram | - | - | 19,280 | 743,454 | | Amy E. Wilson | - | - | 20,032 | 764,819 |

  76. Option Exercises and Stock Vested

    (a) Includes settlement of shares from the 2022-2024 PSU program, even if elected to receive as cash.

  77. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the following is information about the relationship of the annual total compensation of employees (other than the CEO) and the annual total compensation of the CEO. The median employee was selected from the Dow population worldwide, excluding the CEO, as of November 30, 2025 using base salary and Performance Award at target as the consistently applied compensation measure. The Company calculated annual base salary based on a reasonable estimate of hours worked during 2025 for hourly workers, and upon salary level for the remaining employees. The Company used a statistical sampling methodology to identify all employees whom the Company expected to be paid within a 0.1 percent range of the median. The Company selected the representative employee from that group for purposes of calculating the ratio of CEO pay to median employee pay. For 2025, the annual total compensation for the median employee was $91,995, and the annual total compensation of the CEO, as reported in the Summary Compensation Table was $19,078,777. Based upon the calculation of compensation for both the CEO and the median employee, the ratio of CEO pay to median employee pay for 2025 was approximately 207:1. The pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio may not be comparable to the pay ratio reported by other companies.

  78. CEO Pay Ratio

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  79. Pay Versus performance

    Pay Versus performance The following table and supporting graphics below set out information regarding fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021 in satisfaction of Item 402(v) of Regulation S-K. The Company’s compensation programs have a history of aligning pay and performance. This is demonstrated in the Company selected measure listed below: Cumulative Cash from Operations, which focuses on the importance of cash generation from core operations and, on a cumulative basis, serves as a performance metric for the PSU Program — the largest component of executive officer compensation; together with the additional financial and non-financial measures which make up the components of our short-term and long-term incentive programs. For detail on the Company’s executive compensation programs, see the CD&A section beginning on page 40. In this section, PEO means “Principal Executive Officer,” SCT means “Summary Compensation Table,” and CAP means “compensation actually paid.”

  80. Pay Versus performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | Net Income (Loss) ($)(6) | Cumulative Cash From Operations ($)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 19,078,777 | (892,309) | 5,710,164 | 1,024,807 | 55 | 79 | (2,444) | 1,062 | | 2024 | 19,064,099 | 15,043,396 | 4,721,677 | 3,699,184 | 88 | 82 | 1,201 | 2,903 | | 2023 | 20,829,446 | 22,499,971 | 6,430,289 | 6,571,425 | 114 | 97 | 660 | 5,164 | | 2022 | 19,464,652 | 17,047,734 | 7,645,272 | 7,534,880 | 100 | 83 | 4,640 | 7,486 | | 2021 | 24,858,892 | 19,205,009 | 6,097,704 | 5,644,356 | 107 | 126 | 6,405 | 7,069 |

  81. Pay Versus performance

    Totals in the above table might not equal the summation of the columns due to rounding amounts to the nearest dollar. (1) For 2025, 2024, 2023, 2022 and 2021, the PEO was Jim Fitterling. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Fitterling for each corresponding year in the “Total” column of the SCT. (2) The dollar amounts reported in column (c) represent the amount of CAP to the PEO computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the CAP.

  82. Pension Benefits

    Pension Benefits The following table lists the pension program participation and actuarial present value of each NEO’s defined benefit pension as of December 31, 2025:

  83. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year(c) | | Jim Fitterling | Dow Employees’ Pension Plan | 40.0 | 2,233,667 | - | | | Dow Executives’ Supplemental Retirement Plan | 40.0 | 14,061,265 | - | | Jeffrey L. Tate(c) | Dow Employees’ Pension Plan | 27.4 | 1,259,988 | - | | | Dow Executives’ Supplemental Retirement Plan | 27.4 | 1,510,853 | 13,394 | | Karen S. Carter | Dow Employees’ Pension Plan | 30.0 | 1,318,967 | - | | | Dow Executives’ Supplemental Retirement Plan | 30.0 | 4,557,887 | - | | A. N. Sreeram | Dow Employees’ Pension Plan | 17.6 | 1,176,546 | - | | | Dow Executives’ Supplemental Retirement Plan | 17.6 | 2,220,129 | - | | Amy E. Wilson | Dow Employees’ Pension Plan | 23.2 | 1,184,647 | - | | | Dow Executives’ Supplemental Retirement Plan | 23.2 | 4,553,216 | - |

  84. Pension Benefits

    (a) As of December 31, 2023. The Company froze the Pension Plans (as defined below) and the ESRP as of December 31, 2023. The Number of Years Credited Service reflects the credited service amounts as of the date the Company froze the Pension Plans and the ESRP, and does not reflect the NEO’s actual years of service with the Company. (b) Unless otherwise noted, all present values were calculated assuming immediate commencement of pension benefits. For the DEPP Component, the form of payment, discount rate (5.51%) and mortality (RP 2014) are based on assumptions used to determine pension plan obligations. (c) Mr. Tate started his career with the Company in 1992 and departed in 2019. He was rehired by the Company on October 24, 2023. Pursuant to the terms of the defined benefit pension plans in which Mr. Tate participated, he received credit for purposes of benefit eligibility for his years of employment service with the Company prior to his 2019 departure. Similarly, his years of service prior to his 2019 departure for benefit accrual purposes were combined with his service since rehire when determining his December 31, 2023 pension benefit. Pursuant to the terms of the nonqualified pension plan, Mr. Tate was required to commence his nonqualified pension benefits at the time of his 2019 departure. These nonqualified pension benefits remain in payment and will offset the value of any future nonqualified benefits.

  85. NonQualified Deferred Compensation

    NonQualified Deferred Compensation The following table provides information on compensation that participating NEOs elected to defer during 2025:

  86. NonQualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(a)(c) | Company Contributions in Last Fiscal Year ($)(b)(c) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Jim Fitterling | 88,020 | 222,110 | 1,054,753 | - | 6,221,354 | | Jeffrey L. Tate | 177,969 | 85,132 | 57,442 | - | 414,037 | | Karen S. Carter | 284,213 | 95,342 | 423,450 | - | 4,554,409 | | A. N. Sreeram | - | 83,429 | 35,822 | - | 287,328 | | Amy E. Wilson | - | 78,251 | 96,281 | - | 590,062 |

  87. NonQualified Deferred Compensation

    (a) Executive contributions are included in “Salary” for 2025 in the Summary Compensation Table. (b) Company contributions are included in “All Other Compensation” for 2025 in the Summary Compensation Table. (c) Executive and Company contributions with respect to Mr. Fitterling of $512,545 during 2023 and $284,615 during 2024, Mr. Tate of $90,808 during 2024, Ms. Carter of $536,372 during 2023 and $358,931 during 2024, Dr. Sreeram of $72,301 during 2023 and $71,072 during 2024, and Ms. Wilson of $116,047 during 2023 and $64,503 during 2024 are included in “All Other Compensation” in the Summary Compensation Table.

  88. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL All of the NEOs are retirement eligible. In the event of their retirement, the NEOs are entitled to receive benefits similar to those available to most other salaried U.S. employees. These benefits are described in the table below, together with the impact of various types of separation events on the different compensation elements the NEOs receive.

  89. Involuntary Termination or Change-in-Control Values

    Involuntary Termination or Change-in-Control Values The following table summarizes the compensation and benefits that the NEOs would have received under Dow’s existing plans had a change-in-control occurred on December 31, 2025 or had their employment been terminated on that date under specified circumstances. The amounts presented are not necessarily indicative of what Dow will pay under similar circumstances because a wide variety of factors can affect payment amounts, which, as a result, can be determined with certainty only when an actual change-in-control or termination event occurs.

  90. Involuntary Termination or Change-in-Control Values

    | Name | Type of Benefit | Involuntary Termination Without Cause ($)(a) | Change-in- Control ($)(b) | | Jim Fitterling | Severance | 3,390,400 | 3,390,400 | | | Double Trigger LTI Acceleration | n/a | 16,544,810 | | | Increase in Present Value of Pension | n/a | (176,718) | | | Health & Welfare Benefits | 14,138 | 14,138 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Jeffrey L. Tate | Severance | 1,557,387 | 1,557,387 | | | Double Trigger LTI Acceleration | n/a | 5,123,283 | | | Increase in Present Value of Pension | n/a | (30,622) | | | Health & Welfare Benefits | 16,357 | 16,357 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Karen S. Carter | Severance | 1,687,500 | 1,687,500 | | | Double Trigger LTI Acceleration | n/a | 4,945,969 | | | Increase in Present Value of Pension | n/a | (122,442) | | | Health & Welfare Benefits | 14,138 | 14,138 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | A. N. Sreeram | Severance | 1,226,154 | 1,226,154 | | | Double Trigger LTI Acceleration | n/a | 3,511,629 | | | Increase in Present Value of Pension | n/a | (41,455) | | | Health & Welfare Benefits | 8,476 | 8,476 | | | Outplacement & Financial Planning | 30,000 | 30,000 | | Amy E. Wilson | Severance | 1,292,938 | 1,292,938 | | | Double Trigger LTI Acceleration | n/a | 3,454,021 | | | Increase in Present Value of Pension | n/a | (116,510) | | | Health & Welfare Benefits | 16,699 | 16,699 | | | Outplacement & Financial Planning | 30,000 | 30,000 |

  91. Involuntary Termination or Change-in-Control Values

    (a) While each of the NEOs would have qualified for separation payments applicable under a change-in-control had they been terminated on an involuntary basis without cause on December 31, 2025, the amounts in this column are presented as if no underlying change-in-control triggering event existed and the NEO was terminated without cause on December 31, 2025. Equity compensation values are based on the December 31, 2025 closing stock price of $23.38 per share of Dow common stock. An executive must meet the double trigger requirement of being involuntarily terminated without cause within two years of a change-in-control in order to receive benefits. In addition, the LTI acceleration value in this table includes PSUs at target.

  92. Involuntary Termination or Change-in-Control Values

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  93. Future Director Nominees through Proxy Access

    Future Director Nominees through Proxy Access Under the Company’s Bylaws, if you wish to nominate a director through proxy access, you must give advance written notification to the Office of the Corporate Secretary at 2211 H.H. Dow Way, Midland, Michigan 48674, with a copy to corporatesecretary@dow.com. For the 2027 Meeting, written notice must be received by the Office of the Corporate Secretary between 8:00 AM Eastern Time on September 30, 2026, and 5:00 PM Eastern Time on October 30, 2026. Such notices must comply with the procedural and content requirements of the Bylaws. The full text of the Bylaws is available on the Company’s website at investors.dow.com.