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Dow (DOW) director awarded 5,127 restricted shares plus 4,916 phantom units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dow Inc. director Luis Alberto Moreno Mejia received an equity grant of 5,127 shares of common stock as a time-vested restricted stock unit award at a price of $0.00 per share. After this grant, he directly holds 24,716 shares of Dow common stock.

The filing also shows 4,916.063 phantom stock units, each equivalent to one Dow common share and accruing under a compensation deferral election. These phantom units are payable in cash in a lump sum or installments and do not have a conversion price, exercisable date, or expiration date.

Positive

  • None.

Negative

  • None.
Insider Moreno Mejia Luis Alberto
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 5,127 $0.00 --
holding Phantom Stock Units -- -- --
Holdings After Transaction: Common Stock — 24,716 shares (Direct); Phantom Stock Units — 4,916.063 shares (Direct)
Footnotes (1)
  1. Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person. Total includes previously reported restricted stock units. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisabledate or expiration date.
Restricted stock units granted 5,127 shares Time-vested RSU grant on 2026-04-09 at $0.00 per share
Common shares held after grant 24,716 shares Total direct Dow common stock holdings following the RSU award
Phantom stock units 4,916.063 units Cash-settled phantom units, each equal to one Dow common share
Phantom unit exercise price $0.00 per unit No conversion price for phantom stock units per footnote
restricted stock units financial
"Time vested restricted stock units to be settled in one installment of shares of common stock"
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.
phantom stock units financial
"There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
compensation deferral election financial
"Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash"
time vested financial
"Time vested restricted stock units to be settled in one installment of shares"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Moreno Mejia Luis Alberto
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/09/2026A5,127(1)A$024,716(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(3) (4) (4)Common Stock4,916.0634,916.063D
Explanation of Responses:
1. Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person.
2. Total includes previously reported restricted stock units.
3. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer.
4. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisabledate or expiration date.
Remarks:
/s/ Luis Alberto Moreno Mejia04/13/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Dow (DOW) director Luis Alberto Moreno Mejia report in this Form 4?

He reported receiving 5,127 restricted stock units of Dow common stock at $0.00 per share. Following the award, he directly holds 24,716 Dow shares, plus a separate deferred compensation balance in phantom stock units equivalent to additional common shares.

How many Dow (DOW) common shares does the director hold after this transaction?

After the grant, he holds 24,716 shares of Dow common stock directly. This total includes the newly granted 5,127 time-vested restricted stock units and previously reported restricted stock units, reflecting his updated direct equity position in the company.

What are the 5,127 restricted stock units reported by the Dow (DOW) director?

They are time-vested restricted stock units that will be settled in one installment of Dow common stock after his separation from the company. The award was granted at $0.00 per share as part of his compensation, increasing his direct ownership stake.

What are the phantom stock units disclosed for the Dow (DOW) director?

He holds 4,916.063 phantom stock units, each equal to one Dow common share for value tracking. These units accrue under a compensation deferral election and are payable in cash, in a lump sum or installments, rather than in actual shares of stock.

Do the Dow (DOW) phantom stock units have a conversion price or expiration?

The phantom stock units generally have no conversion price and each unit tracks one Dow common share. They are payable in cash and do not carry an exercisable date or expiration date, functioning as a cash-settled deferred compensation arrangement tied to the stock’s value.

Is this Dow (DOW) Form 4 a market purchase or sale of shares?

No, it reports a grant of 5,127 restricted stock units as compensation, not an open-market trade. The award was acquired at $0.00 per share and increases the director’s direct holdings, while the phantom stock units represent separate deferred cash-settled compensation.