Dow Inc. (NYSE: DOW) GC has 1,904 shares withheld for taxes

Rhea-AI Filing Summary

Dow Inc. officer Amy E. Wilson, the company’s General Counsel and Secretary, had 1,904 shares of common stock disposed of to the issuer on February 9, 2026 at $32.08 per share. According to the footnote, these shares were withheld by Dow to cover tax obligations upon settlement of previously reported equity awards under the award agreement and are exempt under Rule 16b-3.

After this tax withholding transaction, Wilson beneficially owns 89,731 common shares directly. She also holds additional indirect interests of 227.721 shares through a 401(k) plan and 353.753 shares through a 401(k) ESOP, reflecting both direct and retirement-plan-related holdings.

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^*

Wilson Amy E

(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)
	General Counsel / Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		D		1,904(1)	D	$32.08	89,731(2)	D
Common Stock								227.721	I	By 401(k) Plan
Common Stock								353.753	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

Explanation of Responses:

1. Shares withheld by Issuer to satisfy tax withholding of the Reporting Person upon settlement of previously reported awards as required by the award agreement and exempt under Rule 16b-3.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/ Amy E. Wilson	02/11/2026
	** 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 transaction did DOW Inc. (DOW) report for Amy E. Wilson?

Dow Inc. reported a tax-related share withholding for Amy E. Wilson. On February 9, 2026, 1,904 common shares were disposed of to the issuer at $32.08 per share to satisfy tax withholding on previously reported equity awards.

Was the DOW Inc. (DOW) Form 4 transaction a market sale of shares?

The reported Form 4 transaction was not a market sale. The 1,904 shares were withheld by Dow Inc. itself to cover Amy Wilson’s tax obligations on settling prior equity awards, as specified in the filing’s explanatory footnote.

How many DOW Inc. (DOW) shares does Amy E. Wilson hold after the transaction?

After the transaction, Amy Wilson holds 89,731 Dow Inc. shares directly. She also has indirect holdings of 227.721 shares through a 401(k) plan and 353.753 shares through a 401(k) ESOP, according to the Form 4 disclosure.

What was the price used for the 1,904 DOW Inc. (DOW) shares withheld for taxes?

The 1,904 withheld shares were valued at $32.08 per share. This price is listed in the Form 4 for the disposition to Dow Inc., which was executed to satisfy tax withholding on previously reported stock awards.

What role does Amy E. Wilson hold at DOW Inc. (DOW) in this Form 4?

Amy E. Wilson is identified as Dow Inc.’s General Counsel and Secretary. The Form 4 indicates she is an officer of the company, not a director or 10% owner, and reports her equity holdings and tax-related share withholding.

Why were shares withheld from Amy E. Wilson’s DOW Inc. (DOW) awards?

Shares were withheld to satisfy Amy Wilson’s tax obligations. The filing states Dow Inc. withheld 1,904 shares upon settlement of previously reported awards, as required by the award agreement and exempt under Rule 16b-3.