Bruggencate Marco ten Form 3 DOW / Bruggencate Marco ten ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ten Bruggencate Marco

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2024

3. Issuer Name and Ticker or Trading Symbol
DOW INC. [ DOW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Ind Interm & Infras

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,316.45(1)	D
Common Stock	1,157.66	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	(2)	02/15/2028	Common Stock	2,606	72.77	D
Non-Qualified Stock Option (Right to Buy)	(2)	02/11/2031	Common Stock	3,532	57.67	D
Non-Qualified Stock Option (Right to Buy)	(3)	02/10/2032	Common Stock	5,228	60.95	D
Non-Qualified Stock Option (Right to Buy)	(4)	02/09/2033	Common Stock	4,824	59.08	D
Non-Qualified Stock Option (Right to Buy)	(5)	02/15/2034	Common Stock	5,401	55.17	D

Explanation of Responses:

1. Total includes restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 1,901 shares on February 10, 2025; 8,311 shares on November 3, 2025; 1,981 shares on February 9, 2026; and 2,142 shares on February 15, 2027.

2. This option is fully vested and exercisable. Option shares will be used to satisfy withholding taxes.

3. Two-thirds of this option is exercisable. The remaining one-third will vest on February 10, 2025. Option shares will be used to satisfy withholding taxes.

4. One-third of this option is exercisable. The remaining two-thirds will vest in equal installments on February 9, 2025 and February 9, 2026. Option shares will be used to satisfy withholding taxes.

5. This option will vest in three equal annual installments beginning on February 15, 2025. Option shares will be used to satisfy withholding taxes.

Remarks:

	/s/ Marco ten Bruggencate	12/12/2024
	** 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 5 (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).
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