Sec Form 3 Filing - Gregorio Mauro @ DOW INC. - 2020-04-09

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gregorio Mauro 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 (Last) (First) (Middle) 2211 H.H. DOW WAY 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2020 (Street) MIDLAND, MI48674 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11,557 ( 1 ) D Common Stock 16,477 I By Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 38.87 ( 2 ) 02/11/2021 Common Stock 15,006 D Non-Qualified Stock Option (Right to Buy) $ 46.6 ( 2 ) 02/12/2026 Common Stock 21,305 D Non-Qualified Stock Option (Right to Buy) $ 47.31 ( 2 ) 02/14/2024 Common Stock 20,338 D Non-Qualified Stock Option (Right to Buy) $ 48.3 ( 3 ) 02/13/2030 Common Stock 56,030 D Non-Qualified Stock Option (Right to Buy) $ 50.07 ( 2 ) 02/13/2025 Common Stock 19,133 D Non-Qualified Stock Option (Right to Buy) $ 54.89 ( 4 ) 02/11/2029 Common Stock 15,490 D Non-Qualified Stock Option (Right to Buy) $ 61.97 ( 2 ) 02/10/2027 Common Stock 16,922 D Non-Qualified Stock Option (Right to Buy) $ 72.77 ( 5 ) 02/15/2028 Common Stock 8,896 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gregorio Mauro 2211 H.H. DOW WAY MIDLAND, MI48674 President, Perf Mat & Coatings Signatures /s/ Mauro Gregorio 04/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock units to be delivered in one installment on or about the following dates, subject to continued employment: 1,917 shares on or about February 15, 2021; 4,510 shares on or about February 11, 2022; and 5,130 shares on or about February 13, 2023. ( 2 )This option is fully vested and exercisable. Option shares will be used to satisfy withholding taxes. ( 3 )This option will vest in three equal installments beginning on February 13, 2021. 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 11, 2021 and February 11, 2022. Option shares will be used to satisfy withholding taxes. ( 5 )Two-thirds of this option is exercisable. The remaining one-third will vest on February 15, 2021. Option shares will be used to satisfy withholding taxes.

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).

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