Dow Inc. (DOW) HR chief reports 1,199-share tax withholding

Rhea-AI Filing Summary

Dow Inc. Chief Human Resources Officer Lisa Bryant reported a disposition of 1,199 shares of common stock on February 9, 2026. These shares were withheld by the company to cover tax obligations upon settlement of previously reported equity awards at a price of $32.08 per share.

After this transaction, Bryant directly beneficially owned 20,898 shares of Dow common stock, and also held additional shares indirectly through a 401(k) plan and a 401(k) ESOP. The filing notes that her total includes previously reported restricted stock units and 715 shares acquired under the company’s employee stock purchase plan.

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^*

Bryant Lisa

(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 Human Resources Officer

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		1,199(1)	D	$32.08	20,898(2)	D
Common Stock								113.116	I	By 401(k) Plan
Common Stock								165.47	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/ Lisa Bryant	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 Lisa Bryant?

Dow’s Chief Human Resources Officer, Lisa Bryant, reported a disposition of 1,199 shares of common stock on February 9, 2026. The shares were withheld by the company to satisfy tax withholding obligations arising from settlement of previously reported equity awards under an existing award agreement.

Was Lisa Bryant’s DOW Inc. share transaction an open-market sale?

No, the 1,199-share disposition was to the issuer to cover tax withholding, not an open-market sale. The filing states the shares were withheld by Dow upon settlement of previously reported awards and is described as exempt under Rule 16b-3.

How many DOW Inc. shares does Lisa Bryant own after the reported transaction?

After the February 9, 2026 transaction, Lisa Bryant directly beneficially owned 20,898 shares of Dow common stock. She also held additional amounts indirectly through a 401(k) plan and a 401(k) ESOP, as reflected in the Form 4 holdings table.

At what price were Lisa Bryant’s DOW Inc. shares withheld for taxes?

The 1,199 Dow common shares withheld to satisfy Lisa Bryant’s tax obligations were valued at $32.08 per share. This per-share price is disclosed in the non-derivative securities table for the February 9, 2026 disposition to the issuer.

What additional DOW Inc. shares are included in Lisa Bryant’s reported total?

The filing notes her total beneficial ownership includes previously reported restricted stock units and 715 shares acquired under Dow’s Employee Stock Purchase Plan. These 715 shares were acquired on October 3, 2025, and are now part of her reported ownership position.

How are Lisa Bryant’s indirect DOW Inc. holdings structured?

Lisa Bryant reports indirect ownership of Dow common stock through a 401(k) plan and a 401(k) ESOP. The Form 4 identifies these holdings as indirect, separate from her directly held 20,898 shares, clarifying the nature of her retirement-related share ownership.