Dow (DOW) officer has 385 shares withheld to cover tax bill

Rhea-AI Filing Summary

Dow Inc. officer Andrea L. Dominowski reported a disposition of 385 shares of common stock to the company at $32.08 per share on February 9, 2026. The shares were withheld by Dow to satisfy tax withholding due on previously reported equity awards under the award agreement.

After this tax withholding event, she directly beneficially owned 19,981.467 Dow shares. She also had indirect holdings of 2,062.628 shares through a 401(k) plan and 102.047 shares through a 401(k) ESOP.

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^*

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)
02/09/2026

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		385(1)	D	$32.08	19,981.467(2)	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

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 and 715 shares acquired under the Issuer's Employee Stock Purchase Plan on October 3, 2025.

Remarks:

	/s/ Andrea L. Dominowski	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 (DOW) report for Andrea L. Dominowski?

Andrea L. Dominowski reported a disposition of 385 Dow common shares to the company. The shares were withheld by Dow to cover tax withholding on previously reported equity awards, rather than sold in the open market, under an award agreement exempt under Rule 16b-3.

At what price were Andrea L. Dominowski’s Dow (DOW) shares withheld?

The 385 Dow shares were withheld at $32.08 per share. This withholding was done by the company to satisfy tax obligations arising from the settlement of earlier equity awards granted to her under Dow’s compensation programs and specified in the award agreement.

How many Dow (DOW) shares does Andrea L. Dominowski own directly after this filing?

Following the tax withholding transaction, she directly beneficially owned 19,981.467 Dow common shares. This directly held position reflects the impact of the 385 shares withheld by the issuer on February 9, 2026, to satisfy her related tax obligations.

What indirect Dow (DOW) holdings does Andrea L. Dominowski report?

She reports 2,062.628 Dow shares held indirectly through a 401(k) plan and 102.047 shares held indirectly through a 401(k) ESOP. These positions are reported as indirect beneficial ownership interests associated with Dow-related employee retirement and stock ownership plans.

Was Andrea L. Dominowski’s Dow (DOW) disposition an open-market sale?

No, the disposition reflects shares withheld by Dow to satisfy tax withholding on previously reported awards. The footnote states the issuer withheld these 385 shares as required under the award agreement, and the transaction is described as exempt under Rule 16b-3.

What does the Form 4 say about prior Dow (DOW) share acquisitions by Andrea L. Dominowski?

The total share figure includes previously reported restricted stock units and 715 Dow shares acquired under the company’s Employee Stock Purchase Plan on October 3, 2025. This context explains part of the balance of her beneficial ownership in the filing.