DOW INC

SELECT FINANCIAL INFORMATION

Reconciliation of “Net income” to “Operating EBITDA”

Reconciliation of “Cash provided by operating activities—continuing operations” to “Free Cash Flow” and “Cash Flow Conversion”

Reconciliation of Operating Return on Capital (ROC)

Reconciliation of Net Debt

Non-GAAP Financial Measures

This document includes financial information that does not conform to GAAP and is considerednon-GAAP measures. Management uses these measures internally for planning, forecasting and evaluating the performance of the Company’s segments, including allocating resources. Dow’s management believes that thesenon-GAAP measures best reflect the ongoing performance of the Company during the periods presented and provide more relevant and meaningful information to investors as they provide insight with respect to ongoing operating results of the Company and a more useful comparison of year-over-year results. Thesenon-GAAP measures supplement the Company’s GAAP disclosures and should not be viewed as alternatives to GAAP measures of performance. Furthermore, suchnon-GAAP measures may not be consistent with similar measures provided or used by other companies. Non-GAAP measures included in this Proxy Statement are defined below.

Cash Flow Conversionis defined as “Cash provided by operating activities—continuing operations” divided by Operating EBITDA. Management believes Cash Flow Conversion is an important financial metric as it helps the Company determine how efficiently it is converting its earnings into cash flow.

Free Cash Flowis defined as “Cash provided by operating activities—continuing operations,” less capital expenditures. Under this definition, Free Cash Flow represents the cash generated by the Company from operations after investing in its asset base. Free Cash Flow, combined with cash balances and other sources of liquidity, represent the cash available to fund obligations and provide returns to shareholders. Free Cash Flow is an integral financial measure used in the Company’s financial planning process.

Net Debt is defined as total gross debt minus “Cash and cash equivalents” and “Marketable securities.” The Company believes Net Debt is the best representation of its financial leverage at this point in time.

Operating EBIT is defined as earnings (i.e., “Income before income taxes”) before interest, excluding the impact of significant items.

Operating EBITDA is defined as earnings (i.e., “Income before income taxes”) before interest, depreciation and amortization, excluding the impact of significant items.

Operating Net Income is defined as net income, excluding theafter-tax impact of significant items.

Operating ROC is defined as net operating profit after tax (excluding significant items) divided by total average capital. Operating ROC measures how effectively a company has utilized the money invested in its operations. Net operating profit after tax (excluding significant items) is a net income measure the Company uses in presentations to investors that excludes net income attributable to noncontrolling interests, and interest expense, exclusive of the significant items.

Industry Peer Group

To assess the diversity of Dow’s leadership team, we examined the executive leadership teams of industry peers and the Compensation Peer Group to determine the percentage of female and U.S. ethnic minority representatives.

“Industry peers” refers to: Arkema SA, Borealis Exploration Ltd, Celanese Corporation, Chevron Phillips, Covestro AG, Eastman Chemical Co., Exxon Chemicals, Huntsman Corporation, LyondellBasell Industries N.V., Shin-Etsu Chemical Co. Ltd., and Wacker Chemie AG.

ATTN: OFFICE OF THE CORPORATE SECRETARY 2211 H.H. DOW WAY

MIDLAND, MI 48674

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM Eastern Time on April 10, 2024 for shares held directly and by 11:59 PM Eastern Time on April 8, 2024 for shares held in a Plan. Have the information that is printed in the box marked by the arrow available and follow the instructions to cast your vote.

During The Meeting—Go to www.virtualshareholdermeeting.com/DOW2024

You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions to cast your vote.

VOTE BYPHONE—1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM Eastern Time on April 10, 2024 for shares held directly and by 11:59 PM Eastern Time on April 8, 2024 for shares held in a Plan. Have the information that is printed in the box marked by the arrow available and follow the instructions to cast your vote.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Votes must be received by 11:59 PM Eastern Time on April 10, 2024.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V30713-P00976-Z86460

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

The Board of Directors recommends that you vote FOR all director nominees in Agenda Item 1, FOR Agenda Items 2 and 3 and AGAINST Agenda Items 4 and 5.

1. Election of Directors

Nominees:

For Against Abstain

1a.

!

!

!

1b.

!

!

!

For Against Abstain

1c.

!

!

!

Advisory Resolution to Approve Executive Compensation

!

!

!

1d.

Richard K. Davis

!

!

!

Company’s Ratification Independent of the Appointment Registered of Public Deloitte Accounting & Touche Firm LLP for as 2024 the

!

!

!

1e.

!

!

!

Stockholder Proposal – Shareholder Right to Act by Written Consent

!

!

!

1f.

!

!

!

Stockholder Proposal –Single-Use Plastics Report

!

!

!

1g.

Jeff M. Fettig

!

!

!

NOTE: The undersigned authorizes the proxies to vote in their discretion

on such other matters as may properly come before the meeting or any

adjournment thereof.

1h.

Jim Fitterling

!

!

!

1i.

!

!

!

1j.

!

!

!

1k.

!

!

!

1l.

!

!

!

Please sign exactly as name appears hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator or other fiduciary, please give full title as such.

All holders must sign. If a corporation, sign the full corporate name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders of Dow Inc. to be held April 11, 2024

The Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report are available at

www.proxyvote.com.

YOUR VOTE IS IMPORTANT. PLEASE VOTE THE SHARES AS SOON AS POSSIBLE.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,

DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE

V30714-P00976-Z86460

Annual Meeting of Stockholders

April 11, 2024 8:00 AM Eastern Time

This proxy is solicited by the Board of Directors.

The undersigned hereby appoints Jim Fitterling, Jeffrey L. Tate and Amy E. Wilson or any of them, each with power of substitution,

as proxies for the undersigned to vote all shares of Common Stock of said Company which the undersigned is entitled to vote

at the Annual Meeting of Stockholders (“Meeting”) to be held virtually at www.virtualshareholdermeeting.com/DOW2024

on April 11, 2024, and any adjournment or postponement thereof, as hereinafter specified and, in their discretion, upon such

other matters as may properly come before the Meeting. The undersigned hereby revokes all proxies previously given.

Such proxies are directed to vote as specified on the reverse side, or if no specification is made, FOR all director

nominees in Agenda Item 1, FOR Agenda Items 2 and 3 and AGAINST Stockholder Proposal Agenda Items 4 and 5, and

to vote in accordance with their discretion on such other matters as may properly come before the Meeting and at any

adjournment or postponement of the Meeting. To vote in accordance with the Board of Directors’ recommendations,

please sign and date on the reverse side; no voting boxes need to be checked.

Continued and to be signed on reverse side