Dow Inc. (DOW) CFO reports insider tax-withholding transaction and 97,561 shares owned

Rhea-AI Filing Summary

Dow Inc. reported an insider equity transaction by its Chief Financial Officer. On 11/28/2025, the CFO disposed of 524 shares of Dow common stock at $23.85 per share. The shares were withheld by the company to cover withholding tax obligations related to an equity award, as permitted under Rule 16b-3, rather than being sold on the open market.

After this tax withholding, the CFO beneficially owns 97,561 shares, which includes previously reported restricted stock units and 715 shares acquired through Dow’s Employee Stock Purchase Plan on October 3, 2025. The filing indicates the holdings are owned directly and does not report any derivative securities transactions.

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

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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^*

Tate Jeffrey 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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025

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	11/28/2025		D		524(1)	D	$23.85	97,561(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy the payment of withholding tax obligations; share withholding was implemented pursuant to the award agreement and is exempt under Rule 16b-3.

2. Total includes previously reported restricted stock units and 715 shares acquired under the Issuer's Employee Stock Purchase Plan on October 3, 2025.

Remarks:

	/s/ Jeffrey L. Tate	12/02/2025
	** 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 transaction did Dow Inc. (DOW) disclose in this Form 4?

The filing reports that Dow Inc.'s Chief Financial Officer disposed of 524 shares of common stock on 11/28/2025 through share withholding at $23.85 per share to satisfy tax obligations.

Who is the reporting person in this Dow Inc. (DOW) Form 4 filing?

The reporting person is Dow Inc.'s Chief Financial Officer, who is identified as an officer of the company and files individually.

How many Dow Inc. (DOW) shares does the CFO own after the reported transaction?

Following the reported tax withholding of 524 shares, the CFO beneficially owns 97,561 shares of Dow Inc. common stock directly.

Was the Dow Inc. (DOW) CFO’s share disposal an open-market sale?

No. The 524 shares were withheld by the issuer to pay withholding taxes under an award agreement, and the transaction is noted as exempt under Rule 16b-3.

What additional Dow Inc. (DOW) shares are included in the CFO’s total holdings?

The total of 97,561 shares includes previously reported restricted stock units and 715 shares acquired under Dow’s Employee Stock Purchase Plan on October 3, 2025.

Does this Dow Inc. (DOW) Form 4 report any derivative securities transactions?

No. The section for derivative securities shows no acquired or disposed derivative instruments, indicating only non-derivative common stock activity was reported.