Form 4: SAMPSON JOHN MAURICE reports acquisition/exercise transactions in DOW

Rhea-AI Filing Summary

SAMPSON JOHN MAURICE reported acquisition or exercise transactions in a Form 4 filing for DOW. The filing lists transactions totaling 83,836 shares. Following the reported transactions, holdings were 62,100 shares.

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

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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^*

SAMPSON JOHN MAURICE

(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)
	Senior 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		10,316(1)	A	$0	126,140	D
Common Stock	02/12/2026		A		11,420(2)	A	$0	137,560(3)	D
Common Stock								2,167.828	I	By 401(k) Plan
Common Stock								316.081	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		62,100		(4)	02/12/2036	Common Stock	62,100	$0	62,100	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/ John M. Sampson	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 did DOW senior vice president John Maurice Sampson report in this Form 4?

He reported equity awards from Dow Inc., including common stock and stock options. The filing details new grants, vesting schedules, future settlement dates, and his updated direct and indirect beneficial ownership positions in Dow’s common stock.

How many Dow (DOW) common shares did John Maurice Sampson acquire on February 12, 2026?

He acquired 10,316 common shares tied to performance share units and 11,420 restricted stock units. Both awards were granted at a price of $0 per share and increase his directly beneficially owned Dow common stock position.

What stock option grant did John Maurice Sampson receive from Dow (DOW)?

He received a non-qualified stock option for 62,100 shares of Dow common stock at an exercise price of $32.65. The option expires on February 12, 2036 and vests in three equal annual installments beginning February 12, 2027.

When will John Maurice Sampson’s Dow performance and restricted stock units be settled?

The performance share units are scheduled to be settled in one installment on or about February 26, 2026, subject to continued employment. The restricted stock units are expected to be delivered in one installment on or about February 12, 2029.

What is John Maurice Sampson’s Dow (DOW) share ownership after these reported transactions?

After the reported grants, he directly beneficially owned 137,560 shares of Dow common stock. He also had indirect ownership through a 401(k) plan and a 401(k) ESOP, with the filing listing specific share balances in each account.

Are John Maurice Sampson’s new Dow equity awards subject to any employment conditions?

Yes, both the performance share units and restricted stock units are subject to continued employment. The filing states each award will be settled or delivered in a single future installment only if he remains employed through the specified dates.