Form 4: Tate Jeffrey L. reports acquisition/exercise transactions in DOW

Rhea-AI Filing Summary

Tate Jeffrey L. reported acquisition or exercise transactions in a Form 4 filing for DOW. The filing lists transactions totaling 136,550 shares. Following the reported transactions, holdings were 115,350 shares.

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^*

Tate Jeffrey L.

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

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)
	Chief Financial Officer

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

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

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

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

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		21,200(1)	A	$0	118,761(2)	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
Non-Qualified Stock Option (Right to Buy)	$32.65	02/12/2026		A		115,350		(3)	02/12/2036	Common Stock	115,350	$0	115,350	D

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 option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.

Remarks:

	/s/ Jeffrey L. Tate	02/17/2026
	** 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.

FAQ

What insider transaction did Dow (DOW) report for its CFO on February 12, 2026?

Dow’s CFO Jeffrey L. Tate reported receiving equity awards on February 12, 2026. He acquired 21,200 restricted stock units of common stock and a non-qualified stock option covering 115,350 shares, both recorded at $0 per share as compensation grants.

How many Dow (DOW) common shares does the CFO own after this Form 4?

After these awards, Dow’s CFO directly beneficially owns 118,761 shares of common stock. This total reflects the newly granted 21,200 restricted stock units together with previously reported restricted stock units and other directly held shares.

What are the key terms of the Dow (DOW) CFO’s new stock option grant?

The non-qualified stock option gives the CFO the right to buy 115,350 Dow common shares at $32.65 per share. It vests in three equal annual installments starting February 12, 2027, with some option shares used to cover withholding taxes.

When will the Dow (DOW) CFO’s restricted stock units from this grant be delivered?

The 21,200 restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029. Delivery is conditioned on the CFO’s continued employment through that date, according to the filing’s footnote.

Are the Dow (DOW) CFO’s new equity awards open-market purchases or compensation grants?

These awards are compensation grants, not open-market purchases. The Form 4 uses transaction code “A” for grant, award, or other acquisition, and reports a price of $0 per share for both the restricted stock units and the stock option.

What type of equity security did Dow (DOW) grant to its CFO besides common stock?

In addition to restricted stock units on common shares, Dow granted the CFO a non-qualified stock option. This derivative security allows him to buy 115,350 common shares at a fixed $32.65 exercise price if and when the options vest.