SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gregorio Mauro
(Last) (First) (Middle)
2211 H.H. DOW WAY
(Street)
MIDLAND MI 48674
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DOW INC. [ DOW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Perf Mat & Coatings
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2024 A 5,450(1) A $0 15,549 D
Common Stock 02/16/2024 M 19,133 A $50.07 34,682 D
Common Stock 02/16/2024 D 17,792(2) D $55.61(3) 16,890 D
Common Stock 02/16/2024 M 8,800 A $46.6 25,690 D
Common Stock 02/16/2024 D 7,800(2) D $55.63(4) 17,890 D
Common Stock 02/16/2024 G 2,341 D $0 15,549(5) D
Common Stock 02/16/2024 G 2,341 A $0 53,679 I By Trust
Common Stock 451.951 I By 401(k) Plan
Common Stock 420.182 I By 401(k) Plan ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $55.17 02/15/2024 A 36,600 (6) 02/15/2034 Common Stock 36,600 $0 36,600 D
Non-Qualified Stock Option (Right to Buy) $50.07 02/16/2024 M 19,133 (7) 02/13/2025 Common Stock 19,133 $0 0 D
Non-Qualified Stock Option (Right to Buy) $46.6 02/16/2024 M 8,800 (7) 02/12/2026 Common Stock 8,800 $0 12,505 D
Explanation of Responses:
1. Restricted stock units to be delivered in one installment on or about February 15, 2027, subject to continued employment.
2. Shares used to satisfy the exercise price and tax withholding of the Reporting Person upon exercise of options as required by the award agreement and exempt under Rule 16b-3.
3. The price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.560 to $55.601. Reporting Person agrees to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4. The price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $55.605 to $55.631. Reporting Person agrees to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
5. Total includes previously reported restricted stock units.
6. This option will vest in three equal installments beginning on February 15, 2025. Option shares will be used to satisfy withholding taxes.
7. This option is fully vested and exercisable.
Remarks:
/s/ Mauro Gregorio 02/20/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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