Dow Inc. (DOW) executive reports tax-withholding share disposition

Rhea-AI Filing Summary

Dow Inc. executive Keith Cleason, President of Packaging & Specialty Plastics, reported a routine tax-related share withholding. On February 9, 2026, 298 shares of Dow common stock were disposed of to the issuer at $32.08 per share to cover tax withholding on previously granted awards, as provided in the award agreement.

After this transaction, Cleason directly beneficially owns 45,295 Dow common shares, which include previously reported restricted stock units. He also has indirect holdings through retirement plans, including shares held in a 401(k) plan, an ESOP, and his spouse’s 401(k) and ESOP accounts.

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^*

Cleason Keith

(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)
	President, Pkg & Spec Plastics

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		298(1)	D	$32.08	45,295(2)	D
Common Stock								4,854.947	I	By 401(k) Plan
Common Stock								1,416.132	I	By 401(k) Plan ESOP
Common Stock								217.003	I	By Spouse 401(k) Plan
Common Stock								46.247	I	By Spouse 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/ Keith Cleason	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 Keith Cleason report at Dow Inc. (DOW)?

Keith Cleason reported a tax-related disposition of 298 Dow common shares back to the issuer at $32.08 per share. The shares were withheld to satisfy tax obligations arising from the settlement of previously granted equity awards under the applicable award agreement.

Was the Dow Inc. (DOW) insider transaction an open market sale?

No, the transaction was not an open market sale. The 298 Dow shares were withheld by the issuer to cover tax withholding due on the settlement of previously reported equity awards, a routine administrative disposition exempt under Rule 16b-3.

How many Dow Inc. (DOW) shares does Keith Cleason own after the transaction?

After the transaction, Keith Cleason directly beneficially owns 45,295 Dow common shares, including previously reported restricted stock units. He also holds additional indirect interests through a 401(k) plan, an ESOP, and his spouse’s 401(k) and ESOP accounts.

What role does Keith Cleason hold at Dow Inc. (DOW)?

Keith Cleason serves as an officer of Dow Inc. with the title President, Packaging & Specialty Plastics. His Form 4 filing reflects personal and retirement-plan-related holdings of Dow common stock, along with the recent tax-withholding share disposition to the issuer.

What price was used for the tax-withholding shares at Dow Inc. (DOW)?

The 298 Dow common shares withheld for tax purposes were valued at $32.08 per share. This price was used to determine the value of shares disposed of back to the issuer to satisfy Cleason’s tax withholding obligation from equity award settlement.

What indirect Dow Inc. (DOW) share holdings are reported for Keith Cleason?

Indirect holdings include Dow common shares held through a 401(k) plan and an ESOP, plus additional shares in his spouse’s 401(k) plan and ESOP. These accounts collectively represent retirement-related ownership interests separate from his directly held Dow common stock.