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Equity awards to Dow Inc. (NYSE: DOW) controller detailed

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

Rhea-AI Filing Summary

Dow Inc.’s Controller and Vice President, Andrea L. Dominowski, reported new equity awards. On February 12, 2026, she acquired 831 performance share units and 3,620 restricted stock units of common stock at a grant price of $0, raising her directly held common stock equivalents to 24,432.467 shares.

She also received a non-qualified stock option for 19,680 shares at an exercise price of $32.65, expiring February 12, 2036. The option vests in three equal annual installments beginning February 12, 2027, while performance share units are scheduled to settle on or about February 26, 2026 and restricted stock units on or about February 12, 2029, each subject to continued employment.

Indirect holdings include 2,062.628 shares through a 401(k) plan and 102.047 shares through a 401(k) ESOP.

Positive

  • None.

Negative

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Insights

Routine equity grants to a Dow executive with multi-year vesting.

Andrea L. Dominowski, Dow Inc.’s Controller and Vice President, received performance share units, restricted stock units, and a sizable non-qualified stock option grant on February 12, 2026. All were granted at a price of $0, which is typical for executive awards.

The option covers 19,680 shares at an exercise price of $32.65 and vests in three equal installments starting February 12, 2027, spreading potential ownership over several years. The performance share units and restricted stock units settle in 2026 and 2029, respectively, tying value to continued employment.

These awards are standard long-term incentive tools rather than open-market purchases or sales, so the immediate impact on the investment case is limited. Future company filings will show how much of this equity ultimately vests and is retained by the executive.

Insider Dominowski Andrea L
Role Controller and Vice President
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Option (Right to Buy) 19,680 $0.00 --
Grant/Award Common Stock 831 $0.00 --
Grant/Award Common Stock 3,620 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 19,680 shares (Direct); Common Stock — 20,812.467 shares (Direct); Common Stock — 2,062.628 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment. Total includes previously reported restricted stock units. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.
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Form 4 Insider Transactions: What Each Field Means →
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*
Dominowski Andrea 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)
Controller and Vice President
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 831(1) A $0 20,812.467 D
Common Stock 02/12/2026 A 3,620(2) A $0 24,432.467(3) D
Common Stock 2,062.628 I By 401(k) Plan
Common Stock 102.047 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
Non-Qualified Stock Option (Right to Buy) $32.65 02/12/2026 A 19,680 (4) 02/12/2036 Common Stock 19,680 $0 19,680 D
Explanation of Responses:
1. Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.
2. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.
3. Total includes previously reported restricted stock units.
4. 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/ Andrea L. Dominowski 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does the latest Form 4 for Dow Inc. (DOW) show for Andrea L. Dominowski?

The Form 4 shows Dow Inc. executive Andrea L. Dominowski received new equity awards. She acquired performance share units, restricted stock units, and a non-qualified stock option grant, all dated February 12, 2026, increasing her reported beneficial ownership of Dow common stock and related derivative securities.

How many Dow Inc. (DOW) common stock units did Andrea Dominowski acquire?

Andrea Dominowski acquired 831 performance share units and 3,620 restricted stock units of Dow common stock on February 12, 2026. These units were granted at a price of $0 and are scheduled to settle or be delivered at future dates, subject to continued employment conditions.

What stock options were granted to Andrea Dominowski in the Dow Inc. (DOW) filing?

Andrea Dominowski received a non-qualified stock option covering 19,680 Dow common shares at an exercise price of $32.65. The option expires on February 12, 2036 and will vest in three equal annual installments beginning February 12, 2027, according to the disclosure footnote.

When will Andrea Dominowski’s Dow Inc. (DOW) performance and restricted stock units settle?

The filing states that performance share units are expected to settle in one installment on or about February 26, 2026. Restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, with both subject to her continued employment at Dow Inc.

What is Andrea Dominowski’s reported Dow Inc. (DOW) ownership after these transactions?

After the reported grants, Andrea Dominowski holds 24,432.467 direct common shares or equivalents. She also has indirect holdings of 2,062.628 shares through a 401(k) plan and 102.047 shares through a 401(k) ESOP, reflecting retirement-related ownership vehicles associated with Dow Inc.

Are the Dow Inc. (DOW) equity awards to Andrea Dominowski open-market purchases or compensation grants?

The awards reported are compensation-related grants, not open-market purchases. They include performance share units, restricted stock units, and a non-qualified stock option granted at a price of $0, with vesting and settlement schedules tied to future dates and continued employment at Dow Inc.