DOW: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 14, 2026, Dow Inc. (“Dow” or the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) reporting that the Board of Directors of the Company (the “Board”) appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026 (the “Original Filing”). This Form 8-K/A amends and supplements the Original Filing to provide a description of the material changes to Ms. Carter’s compensation in connection with her appointment as Chief Executive Officer, which had not been determined by the Board at the time of the Original Filing. On June 30, 2026 and effective as of July 1, 2026, the Board approved (i) an increase to Ms. Carter’s annual base salary from $997,425 to $1,500,000, (ii) an increase to Ms. Carter’s target award under the Company’s annual cash incentive program from 120% to 165% of her annual base salary, and (iii) an increase to Ms. Carter’s aggregate target value for annual long-term incentive compensation awards from $5,319,600 to $14,025,000. Ms. Carter’s annual cash incentive payout for the 2026 program will be calculated to reflect the timing, targets and salary for both of her roles held during 2026 as follows: for the period from January 1, 2026 to June 30, 2026, the calculation will be based on the 120% target of her Chief Operating Officer base salary, and for the period from July 1, 2026 to December 31, 2026, the calculation will be based on the 165% target of her Chief Executive Officer base salary, each subject to Company and individual performance and the Company’s standard terms and conditions for the annual cash inc