Dow (NYSE: DOW) CEO awarded 68,230 RSUs, amends prior Form 4

Rhea-AI Filing Summary

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fitterling James R

Role Chair and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	68,230	$0.00	--

Holdings After Transaction: Common Stock — 190,117 shares (Direct, null)

Footnotes (1)

1. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment. Total includes previously reported restricted stock units. This amount represents the correct amount of securities beneficially owned by the Reporting Person following the reported transaction. The Form 4 filed by the Reporting Person on February 17, 2026 erroneously reported a transaction that did not occur. This amendment is being filed solely to remove the erroneously reported transaction in its entirety and corrects the total amount reflected in this column.

Key Figures

Restricted stock units granted: 68,230 units Shares beneficially owned after transaction: 190,117 shares RSU delivery date: February 12, 2029

3 metrics

Restricted stock units granted 68,230 units Award reported as of February 12, 2026

Shares beneficially owned after transaction 190,117 shares Post‑transaction holdings after amendment

RSU delivery date February 12, 2029 Units delivered in one installment, subject to continued employment

Key Terms

restricted stock units, beneficially owned, Form 4

3 terms

restricted stock units financial

"Restricted stock units to be delivered in one installment on or about February 12, 2029"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"represents the correct amount of securities beneficially owned by the Reporting Person following the reported transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form 4 regulatory

"The Form 4 filed by the Reporting Person on February 17, 2026 erroneously reported a transaction"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitterling James R

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MICHIGAN 48674

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/12/2026		A		68,230(1)	A	$0	190,117(2)(3)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.

2. Total includes previously reported restricted stock units.

3. This amount represents the correct amount of securities beneficially owned by the Reporting Person following the reported transaction. The Form 4 filed by the Reporting Person on February 17, 2026 erroneously reported a transaction that did not occur. This amendment is being filed solely to remove the erroneously reported transaction in its entirety and corrects the total amount reflected in this column.

Remarks:

	/s/ James R Fitterling	05/01/2026
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Dow (DOW) CEO James R. Fitterling report in this Form 4/A?

James R. Fitterling reported an equity compensation award and corrected prior ownership figures. The filing shows a grant of 68,230 restricted stock units and updates his beneficial ownership to 190,117 shares after removing an erroneously reported earlier transaction.

How many restricted stock units did Dow (DOW) grant to its CEO?

Dow granted James R. Fitterling 68,230 restricted stock units. These units represent a form of equity compensation that can convert into the company’s common stock, aligning the CEO’s interests with shareholders over a multi‑year vesting schedule ending in 2029.

When do James R. Fitterling’s new Dow (DOW) restricted stock units vest?

The restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029. Delivery is contingent on Fitterling’s continued employment with Dow through that date, reinforcing long‑term retention and performance incentives in the company’s leadership.

How many Dow (DOW) shares does James R. Fitterling own after this amendment?

After the reported grant and correction, James R. Fitterling beneficially owns 190,117 shares. This total includes previously reported restricted stock units, providing an updated view of his overall equity stake following removal of an earlier, erroneously reported transaction.

Why did Dow (DOW) file this as an amended Form 4/A?

The amendment corrects an earlier Form 4 that mistakenly reported a transaction that did not occur. This Form 4/A removes the erroneous transaction in its entirety and updates the total securities beneficially owned by James R. Fitterling to the accurate 190,117‑share figure.