Dow (NYSE: DOW) HR chief has 1,763 shares withheld to cover taxes

Rhea-AI Filing Summary

Dow Inc. Chief Human Resources Officer Lisa Bryant had 1,763 shares of common stock withheld by the company on February 26, 2026 to cover tax obligations tied to previously reported equity awards. The shares were disposed of back to the issuer at $29.90 per share under the award agreement and under Rule 16b-3.

After this tax-withholding transaction, she held 33,099 common shares directly, which the footnotes state include previously reported restricted stock units. She also reported indirect holdings of 113.116 shares in a 401(k) Plan and 165.470 shares in a 401(k) Plan ESOP.

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^*

Bryant Lisa

(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 Human Resources Officer

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		1,763(1)	D	$29.9	33,099(2)	D
Common Stock								113.116	I	By 401(k) Plan
Common Stock								165.47	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/ Lisa Bryant	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.

FAQ

What did Dow (DOW) executive Lisa Bryant report in this Form 4?

Lisa Bryant reported a tax-related disposition of 1,763 Dow common shares back to the issuer at $29.90 per share. The shares were withheld to satisfy tax withholding obligations upon settlement of previously reported equity awards under the applicable award agreement and Rule 16b-3.

Was Lisa Bryant’s Dow (DOW) Form 4 transaction an open market sale?

No, the Form 4 describes shares withheld by Dow to cover tax withholding on previously reported awards. The 1,763 common shares were disposed of back to the issuer under the award agreement, rather than being sold in an open market transaction.

How many Dow (DOW) shares does Lisa Bryant hold after this Form 4?

After the transaction, Lisa Bryant held 33,099 Dow common shares directly, which include previously reported restricted stock units. She also reported indirect holdings of 113.116 shares via a 401(k) Plan and 165.470 shares via a 401(k) Plan ESOP.

What price was used for Lisa Bryant’s Dow (DOW) tax-withholding shares?

The 1,763 Dow common shares withheld to satisfy Lisa Bryant’s tax obligations were valued at $29.90 per share. This price is reported in the Form 4 as the transaction price per share for the disposition of stock back to the issuer.

How is Lisa Bryant’s indirect ownership in Dow (DOW) structured?

Lisa Bryant’s indirect Dow holdings are reported through retirement-related plans. The Form 4 lists 113.116 common shares held by a 401(k) Plan and 165.470 common shares held by a 401(k) Plan ESOP, both reported as indirect ownership interests associated with her employment benefits.