Dow Inc. (DOW) CEO reports 1,929-share tax withholding sale at $23.85

Rhea-AI Filing Summary

Dow Inc. insider filing shows a routine tax-related share withholding. The Chair and CEO of Dow Inc. reported the disposition of 1,929 shares of common stock on 11/28/2025 at a price of $23.85 per share. According to the explanation, these shares were withheld by the company to cover withholding tax obligations under an existing award agreement and are exempt under Rule 16b-3. After this transaction, the reporting person directly beneficially owns 131,438 shares of Dow common stock, with additional indirect holdings of 3,913.9 shares and 2,356.11 shares through 401(k) and ESOP plans, and 281,559 shares held via a trust.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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	11/28/2025		D		1,929(1)	D	$23.85	131,438(2)	D
Common Stock								3,913.9	I	By 401(k) Plan
Common Stock								2,356.11	I	By 401(k) Plan ESOP
Common Stock								281,559	I	By Trust

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. Represents shares withheld by the Issuer to satisfy the payment of withholding tax obligations; share withholding was implemented pursuant to the award agreement and is exempt under Rule 16b-3.

2. Total includes previously reported restricted stock units and 715 shares acquired under the Issuer's Employee Stock Purchase Plan on October 3, 2025.

Remarks:

	/s/ James R Fitterling	12/02/2025
	** 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 Inc. (DOW) report in this Form 4?

The Chair and CEO of Dow Inc. (DOW) reported the disposition of 1,929 shares of common stock on 11/28/2025 at a price of $23.85 per share.

Why were the 1,929 Dow Inc. (DOW) shares disposed of by the insider?

The 1,929 shares were withheld by the issuer to satisfy withholding tax obligations related to an equity award, as described in the filing's explanation of responses.

How many Dow Inc. (DOW) shares does the insider own after this transaction?

Following the reported transaction, the insider directly beneficially owns 131,438 Dow common shares and indirectly holds 3,913.9 shares and 2,356.11 shares through 401(k) and ESOP plans, plus 281,559 shares held by a trust.

What is the insider’s role at Dow Inc. (DOW)?

The reporting person is both a Director and an Officer of Dow Inc., serving as Chair and CEO, as indicated in the relationship section.

Were any Dow Inc. (DOW) derivative securities reported in this Form 4?

The section for derivative securities is present, but no specific derivative transactions or holdings are listed in the provided table excerpt.

What additional information is provided about the insider’s Dow Inc. (DOW) holdings?

The total direct holdings include previously reported restricted stock units and 715 shares acquired under Dow’s Employee Stock Purchase Plan on October 3, 2025.