Dow (DOW) executive receives RSUs, performance shares and 49,880 options

Rhea-AI Filing Summary

Dow Inc. executive Marco ten Bruggencate reported multiple equity awards. On February 12, 2026, he acquired 1,453 shares of common stock from performance share units and 9,170 restricted stock units, both at a reported price of $0 per share.

Following these grants, he directly beneficially owned 34,940.987 shares of Dow common stock and also indirectly held 1,167.557 shares through his spouse. He was also granted 49,880 non-qualified stock options with a $32.65 exercise price, vesting in three equal annual installments beginning February 12, 2027.

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^*

ten Bruggencate Marco

(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)
	President, Ind Interm & Infras

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		1,453(1)	A	$0	25,770.987	D
Common Stock	02/12/2026		A		9,170(2)	A	$0	34,940.987(3)	D
Common Stock								1,167.557(4)	I	By Spouse

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		49,880		(5)	02/12/2036	Common Stock	49,880	$0	49,880	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, 715 shares acquired under the Issuer's Employee Stock Purchase Plan on October 3, 2025, and shares acquired pursuant to dividend reinvestment.

4. Total includes shares acquired pursuant to dividend reinvestment.

5. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes as applicable.

Remarks:

	/s/ Marco ten Bruggencate	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.

FAQ

What insider transactions did Dow (DOW) report for Marco ten Bruggencate?

Dow reported that Marco ten Bruggencate acquired equity awards on February 12, 2026. He received 1,453 performance-based shares, 9,170 restricted stock units, and 49,880 non-qualified stock options, all recorded at a transaction price of $0 per share in this filing.

How many Dow (DOW) shares does Marco ten Bruggencate own after this Form 4?

After the reported transactions, Marco ten Bruggencate directly beneficially owned 34,940.987 shares of Dow common stock. The filing also shows indirect ownership of 1,167.557 additional shares held by his spouse, reflecting combined direct and indirect positions as of the reported date.

What stock option grant did Dow (DOW) give Marco ten Bruggencate?

He was granted 49,880 non-qualified stock options with a $32.65 exercise price on February 12, 2026. These options are exercisable for Dow common stock and will vest in three equal annual installments starting February 12, 2027, according to the filing footnotes.

What are the details of the restricted stock units reported by Dow (DOW)?

The filing shows a grant of 9,170 restricted stock units on February 12, 2026 at $0 per share. These restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, subject to Marco ten Bruggencate’s continued employment.

How are the performance share units for Dow (DOW) structured in this filing?

Performance share units became reportable after performance metrics were certified, resulting in 1,453 shares of common stock. The filing states these performance share units will be settled in one installment on or about February 26, 2026, subject to Marco ten Bruggencate’s continued employment.

Does Dow’s (DOW) Form 4 show any indirect ownership for Marco ten Bruggencate?

Yes. In addition to his direct holdings, the Form 4 discloses 1,167.557 shares of Dow common stock held indirectly through his spouse. This indirect position is labeled as “By Spouse,” indicating beneficial ownership associated with a related party.