DOW INC

NOTE 17 –STOCKHOLDERS’ EQUITY

Common Stock

The principal market for Dow Inc.'s common stock is the New York Stock Exchange, traded under the symbol “DOW.” Dow Inc. is the direct parent company of The Dow Chemical Company and its consolidated subsidiaries, ("TDCC" and together with Dow Inc., "Dow" or the "Company"), owning all of the outstanding common shares of TDCC.

The Company may issue shares of Dow Inc. common stock out of treasury stock or as new shares of common stock for options exercised and for the release of restricted stock units ("RSUs"), performance stock units ("PSUs"), the Employee Stock Purchase Plan ("ESPP") and the Employees' Savings Plan (the "Savings Plan"). Common stock shares issued to employees and non-employee directors was approximately 5.9 million in 2024 (6.9 million in 2023 and 7.5 million in 2022). See Note 20 for additional information on the Company's equity awards.

Retained Earnings

There are no significant restrictions limiting Dow Inc.’s ability to pay dividends. Dow Inc. declared dividends of $2.80 per share in 2024, 2023 and 2022.

Undistributed earnings of nonconsolidated affiliates included in retained earnings was $758 million at December 31, 2024 and $684 million at December 31, 2023.

TDCC

TDCC's Board of Directors determines whether or not there will be a dividend distribution to Dow Inc. TDCC declared $2,578 million of dividends to Dow Inc. and paid $2,485 million of dividends to Dow Inc. in 2024 (declared and paid $2,510 million in 2023 and $4,375 million in 2022).

Employee Stock Ownership Plan

The Dow Employee Stock Ownership Plan (the “ESOP”) allocated the remaining shares in 2022 and no shares remained unallocated at December 31, 2024, 2023 and 2022.

Compensation expense for allocated shares is recorded at the fair value of the shares on the date of allocation. As all remaining ESOP shares were allocated in 2022, there was no compensation expense recorded in 2024 or 2023 for allocated ESOP shares. Compensation expense reflected in income before income taxes for ESOP shares allocated was $31 million in 2022.

Treasury Stock

On April 1, 2019, the Board ratified the share repurchase program originally approved on March 15, 2019, authorizing up to $3.0 billion for the repurchase of the Company's common stock, with no expiration date. The Company completed the April 1, 2019 share repurchase program in the second quarter of 2022. On April 13, 2022, the Board approved a new share repurchase program authorizing up to $3.0 billion for the repurchase of the Company's common stock, with no expiration date. In 2024, the Company repurchased $494 million of its common stock ($625 million in 2023 and $2,325 million in 2022). Excise tax for repurchased shares waszero in 2024 ($2 million in 2023 andzero in 2022), and was included in treasury stock at cost. At December 31, 2024, $931 million of the share repurchase program authorization remained available for repurchases.

The Company began issuing treasury shares to satisfy its obligations to make matching contributions to plan participants under the Savings Plan in the first quarter of 2022. In addition, beginning on January 1, 2024, all eligible U.S. employees also received an automatic non-elective contribution of 4 percent of eligible compensation to their respective defined contribution plans. The Company issued 4.3 million treasury shares under its compensation and benefit plans in 2024,2.3 million in 2023 and 1.5 million in 2022.

Compensation expense for issued shares is recorded at the fair value of the shares on the date of issuance. Compensation expense reflected in income before income taxes for treasury shares issued was $229 million in 2024, $120 million in 2023 and $94 million in 2022.

The following table provides a reconciliation of Dow Inc. common stock activity for the years ended December 31, 2024, 2023 and 2022:

1. Shares issued to employees and non-employee directors under the Company's equity compensation and defined contribution plans.

Accumulated Other Comprehensive Loss

The changes in each component of AOCL for the years ended December 31, 2024, 2023 and 2022 were as follows:

1. Reclassified to "Net sales" and "Sundry income (expense) - net."

2. Reclassified to "Provision (credit) for income taxes."

3. Reclassified to "Sundry income (expense) - net."

4. These AOCL components are included in the computation of net periodic benefit cost of the Company's defined benefit pension and other postretirement benefit plans. See Note 19 for additional information.

5. Reclassified to "Cost of sales," "Sundry income (expense) - net" and "Interest expense and amortization of debt discount."