Dow counsel has shares withheld for taxes

Dow Inc. General Counsel and Secretary Amy E. Wilson reported an issuer-related share disposition tied to tax withholding.

Rhea-AI Filing Summary

Dow Inc. General Counsel and Secretary Amy E. Wilson reported an issuer-related share disposition tied to tax withholding. On the transaction date, 3,718 shares of common stock were withheld by Dow at $29.90 per share to satisfy her tax obligations upon settlement of previously reported awards, as described in the footnote. After this transaction, she directly held 113,133 common shares. She also reported indirect ownership through retirement plans, with 227.721 shares held by a 401(k) Plan and 353.753 shares held by a 401(k) Plan ESOP.

Insider Trade Summary

Disposition: 3,718 shares

Disposition 3 txns

Insider Wilson Amy E

Role General Counsel / Secretary

Type	Security	Shares	Price	Value
Disposition	Common Stock	3,718	$29.90	$111K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 113,133 shares (Direct); Common Stock — 227.721 shares (Indirect, By 401(k) Plan); Common Stock — 353.753 shares (Indirect, By 401(k) Plan ESOP)

Footnotes (2)

1. F1. Shares withheld by Issuer to satisfy tax withholding of the Reporting Person upon settlement of previously reported awards as required by the award agreement and exempt under Rule 16b-3.
2. F2. Total includes previously reported restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Dow (DOW) report for Amy E. Wilson?

Dow reported an issuer-related disposition where Amy E. Wilson had 3,718 common shares withheld at $29.90 per share to cover tax obligations on previously reported equity awards, rather than an open-market stock sale, according to the filing footnote.

Did Amy E. Wilson sell Dow (DOW) shares on the open market?

No, Amy E. Wilson did not sell shares on the open market. 3,718 shares were withheld by Dow to satisfy tax withholding obligations upon settlement of prior awards, categorized as a disposition to the issuer under the reported Form 4 transaction.

How many Dow (DOW) shares does Amy E. Wilson own directly after this filing?

After the reported tax-withholding disposition, Amy E. Wilson directly owned 113,133 shares of Dow common stock. This figure reflects her direct holdings following the issuer’s withholding of 3,718 shares for tax obligations related to previously reported equity awards.

What indirect Dow (DOW) holdings did Amy E. Wilson report?

Amy E. Wilson reported indirect ownership of Dow shares through retirement plans. The filing shows 227.721 shares held by a 401(k) Plan and 353.753 shares held by a 401(k) Plan ESOP, in addition to her direct common stock holdings reported on the Form 4.

What does the disposition code on Amy E. Wilson’s Dow (DOW) Form 4 mean?

The disposition code reflects a transfer of 3,718 shares to the issuer, Dow Inc. A footnote explains these shares were withheld to satisfy the reporting person’s tax withholding obligations upon settlement of previously reported equity awards, under Rule 16b-3 provisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/02/2026 - 05:16 PM EST Learn about SEC filing dates

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^*

Wilson Amy E

(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)
	General Counsel / Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		D		3,718(1)	D	$29.9	113,133(2)	D
Common Stock								227.721	I	By 401(k) Plan
Common Stock								353.753	I	By 401(k) Plan ESOP

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. Shares withheld by Issuer to satisfy tax withholding of the Reporting Person upon settlement of previously reported awards as required by the award agreement and exempt under Rule 16b-3.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/ Amy E. Wilson	03/02/2026
	** 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.