DOW INC. (DOW) SEC Filings

DOW INC. executive de Mattos Cunha Neto Nestor, President, Ind Interm & Infras, reported his initial ownership on Form 3. He holds 11,042.501 shares of common stock directly, including restricted stock units scheduled for delivery in 2027, 2028 and 2029 subject to continued employment.

He also holds several direct non-qualified stock options over common stock, with exercise prices between $32.65 and $72.77 per share and expirations from 2028 to 2036. Some options are fully exercisable, while others vest in tranches through 2029, with certain option shares designated to satisfy withholding taxes.

State Street Corporation filed a Schedule 13G reporting beneficial ownership of common stock of Dow Inc.. State Street reports beneficial ownership of 37,921,179 shares of Dow Inc. common stock, representing 5.3% of the class.

State Street has no sole voting or dispositive power over Dow shares. It reports shared voting power over 25,164,894 shares and shared dispositive power over 37,869,410 shares through affiliated investment adviser subsidiaries, including various State Street Global Advisors entities.

Dow Inc. reported a sharp turnaround in the second quarter of 2026. Net sales were $12,092 million, up 20% year-over-year on 20% higher local prices and a 1% currency tailwind, partially offset by a 1% volume decline. GAAP net income was $802 million versus a prior-year loss of $801 million, with GAAP EPS of $0.99. Non-GAAP Operating EBIT rose to $1,648 million from $(21) million and operating EPS to $1.44 from $(0.42), excluding significant items largely tied to restructuring and Transform to Outperform.

Packaging & Specialty Plastics led results with net sales of $6,385 million, up 27%, and Operating EBIT of $1,278 million, driven by higher polyethylene prices despite lower volumes from planned maintenance. Industrial Intermediates & Infrastructure net sales increased 14% to $3,166 million and Operating EBIT improved to $246 million, supported by higher prices, lower maintenance and suspension of equity losses from Sadara. Performance Materials & Coatings grew sales 11% to $2,361 million with 6% higher volumes, though Operating EBIT declined to $133 million due to higher fixed costs and a siloxanes plant shutdown.

Cash provided by operating activities from continuing operations was $1,324 million, producing quarterly free cash flow of $692 million. The balance sheet showed total assets of $61,585 million and long-term debt of $17,151 million at June 30, 2026. Management expects approximately $200 million more 2026 benefits from Transform to Outperform, targeting greater than $1.3 billion of in-year self-help benefits and emphasizing ongoing efforts to build a leaner, more competitive, and resilient company.

Dow Inc. is registering 5,410,000 shares of its common stock under an existing Form S-3 shelf registration statement through a prospectus supplement dated July 10, 2026. These shares may be issued upon the exercise, settlement or vesting of certain awards granted under the Dow Inc. 2019 Stock Incentive Plan that are not eligible for registration on Form S-8. A legal opinion from the Corporate Secretary and Assistant General Counsel is filed as Exhibit 5.1 and incorporated into the registration statement.

Dow Inc. is registering 5,410,000 shares of common stock for issuance under its 2019 Stock Incentive Plan. These shares will be used to settle equity awards tied to the company’s stock, including awards originally granted under legacy DowDuPont and related company plans that were converted into Dow Inc. awards at the time of the 2019 spin-off, as well as awards granted directly by Dow since then under the plan.

The registration also covers additional shares that may become issuable under the plan because of stock dividends, splits, recapitalizations or similar non-cash corporate actions. Any cash Dow receives will come only from the exercise prices of stock options granted under the plan, and those proceeds will be used for general corporate purposes. Dow’s common stock trades on the New York Stock Exchange under the symbol DOW; the last reported closing price was $28.50 per share on July 9, 2026.

DOW INC. Chief Executive Officer Karen S. Carter reported new equity compensation grants and updated her holdings. She received 24,150 shares of common stock as a grant at $0.00 per share, bringing her directly held common stock to 174,481 shares. These restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, subject to continued employment.

Carter also received a non-qualified stock option for 126,640 shares of common stock at an exercise price of $27.02 per share, expiring on February 12, 2036. This option will vest in three equal annual installments beginning on February 12, 2027, and option shares will be used to satisfy withholding taxes. She additionally holds 14,183.55 phantom stock units, each equivalent to one share of common stock and payable in cash, plus indirect holdings through 401(k) plans. All reported activity reflects compensation-related awards rather than open-market purchases or sales.

Dow Inc. filed an amended report to detail new compensation terms for incoming Chief Executive Officer Karen S. Carter, effective July 1, 2026. The Board increased her annual base salary from $997,425 to $1,500,000 and raised her target award under the annual cash incentive program from 120% to 165% of base salary.

Her 2026 cash incentive will be split between her time as Chief Operating Officer and Chief Executive Officer, using the different salary and target levels for each role and remaining subject to company and individual performance. The Board also increased her annual long-term incentive target from $5,319,600 to $14,025,000 and approved a one-time long-term incentive grant valued at $4,350,000, delivered as performance stock units, stock options, and restricted stock units with multi-year vesting. She continues to participate in the same benefit plans as other executives, as described in Dow’s 2026 proxy statement.

Fitterling James R reported acquisition or exercise transactions in this Form 4 filing.

Dow Inc. Chair and CEO James R. Fitterling reported an equity award and corrected prior ownership data. He received 68,230 restricted stock units, with delivery in one installment on or about February 12, 2029, subject to continued employment. Following this award and correction, he beneficially owns 190,117 shares, including previously reported restricted stock units.

The amended filing explains that an earlier Form 4 mistakenly reported a transaction that did not occur. This amendment removes that erroneous transaction entirely and updates the total securities beneficially owned to the correct amount.

Dow Inc Schedule 13G: Vanguard Capital Management reports beneficial ownership of 53,373,360 shares of Common Stock, representing 7.41% of the class. The filing shows sole dispositive power over 53,373,360 shares and sole voting power over 7,179,545 shares. The filing is signed by Ashley Grim on 04/29/2026.