陶氏化学美股招股说明书(2026-07-10版)

5,410,000 Shares Common Stock Dow Inc. is filing this prospectus supplement to register an aggregate of 5,410,000 shares of common stock, par value $0.01 per share, ofDow Inc. (the “Common Stock”), available for issuance under the Dow Inc. 2019 Stock Incentive Plan (the “Plan”) with respect to shares ofCommon Stock (i)underlying equity awards of DowDuPont Inc. (“DowDuPont”) granted under (1)The Dow Chemical Company Amendedand Restated 2012 Stock Incentive Plan, (2)The Dow Chemical Company 1988 Amended and Restated Award and Option Plan, or (3)theE. I. du Pont de Nemours and Company Equity Incentive Plan that were assumed by Dow Inc. in connection with the spin-off of Dow Inc.from DowDuPont on April1, 2019 (the “Dow Separation”) and converted into awards of Dow Inc. under the Plan that are denominated inDow Inc.’s Common Stock pursuant to the Employee Matters Agreement, by and among DowDuPont, Corteva, Inc. and Dow Inc., effectiveas of April1, 2019 (the “Employee Matters Agreement”), and (ii)underlying equity awards granted by Dow Inc. under the Plan effective asof April1, 2019 in connection with the Dow Separation to certain holders of equity awards of DowDuPont pursuant to the EmployeeMatters Agreement. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this prospectussupplement shall also cover any additional shares of Common Stock that may become issuable under the Plan by reason of any stockdividend, stock split, recapitalization or other similar transaction effected without Dow Inc.’s receipt of consideration which results in anincrease in the number of outstanding shares of Common Stock. Our Common Stock is listed on the New York Stock Exchange under the symbol “DOW.” The last reported closing price of our CommonStock on the New York Stock Exchange on July9, 2026 was $28.50per share. Investing in our Common Stock involves risks that are described or referred to in the “RiskFactors” section beginning on pageS-3. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. July10, 2026 Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSSUMMARY OF DOW INC. 2019 STOCK INCENTIVE PLANPLAN OF DISTRIBUTIONDESCRIPTION OF AWARD ADJUSTMENTSWHERE YOU CAN FIND MORE INFORMATIONLEGAL MATTERSEXPERTSAPPENDIX A - PLAN PROSPECTUSES Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCECAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK OF DOW INC.DESCRIPTION OF DEPOSITARY SHARES OF DOW INC.DESCRIPTION OF DEBT SECURITIES OF DOW INC.DESCRIPTION OF DEBT SECURITIES OF THE DOW CHEMICAL COMPANYDESCRIPTION OF GUARANTEES OF DEBT SECURITIES OF DOW INC.DESCRIPTION OF GUARANTEES OF DEBT SECURITIES OF THE DOW CHEMICAL COMPANYDESCRIPTION OF WARRANTS OF DOW INC.DESCRIPTION OF DEBT WARRANTS OF THE DOW CHEMICAL COMPANYDESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS OF DOW INC.PLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is comprised of two parts. The first part is this prospectus supplement, which contains the terms of this offering of CommonStock and other information. The second part is the accompanying prospectus dated June13, 2025, which is part of our RegistrationStatement on FormS-3 (No. 333-288028-01) and contains more general information, some of which does not apply to this offering. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in thisprospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and willsupersede that information in the accompanying prospectus. It is important for you to read and consider all information contained or incorporated by reference into this prospectus supplement and theaccompanying prospectus in making your investment decision. You should also read and consider the information in the documents towhich we have referred you in “Where You Can Find More Information” in this prospectus supplement. No person is authorized to give any information or to make any representation that is different from, or in addition to, those contained orincorporated by reference into this prospectus supplement or the accompanying prospectus and, if given or made, such information orrepresentations must not be relied upon as having been authorized. Neither the delivery of this prospectus supplement, the accompanyingprospectus, nor any sale made hereunder, shall under any circumstances create