Dow (DOW) chief tech & sustainability officer has shares withheld for taxes

Rhea-AI Filing Summary

Dow Inc. executive Andre Argenton reported dispositions of common stock to the company tied to tax withholding on equity awards. On February 26, the issuer withheld 688 shares of Dow common stock at $29.90 per share from his direct holdings and 103 shares at $29.90 per share from shares owned by his spouse to satisfy related tax obligations, as described in the award agreements. After these transactions, he directly owned 50,919 shares and indirectly owned 11,879 shares, which the filing notes include previously reported restricted stock units.

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^*

Argenton Andre

(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 Tech & Sustainability

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		D		688(1)	D	$29.9	50,919(2)	D
Common Stock	02/26/2026		D		103(3)	D	$29.9	11,879(2)	I	By Spouse

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.

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

Remarks:

	/s/ Andre Argenton	03/02/2026
	** 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) executive Andre Argenton report?

Andre Argenton reported dispositions of Dow common stock back to the company. The shares were withheld by the issuer to cover tax obligations arising from the settlement of previously reported equity awards under the applicable award agreements.

How many Dow (DOW) shares were disposed of in Andre Argenton’s Form 4?

The filing shows 688 Dow common shares withheld from Argenton’s direct holdings and 103 shares from his spouse’s holdings. Both dispositions were to the issuer at $29.90 per share to satisfy tax withholding obligations on prior equity awards.

Was Andre Argenton’s Dow (DOW) Form 4 a market sale of shares?

No, the Form 4 describes dispositions to the issuer for tax withholding. Shares were withheld by Dow Inc., rather than sold on the open market, in connection with the settlement of previously reported equity awards under Rule 16b-3 exemptions.

What is Andre Argenton’s Dow (DOW) share ownership after these transactions?

Following the reported dispositions, Argenton directly held 50,919 Dow common shares and indirectly held 11,879 shares through his spouse. The filing notes that the indirect total includes previously reported restricted stock units associated with his compensation.

Why were Dow (DOW) shares held by Andre Argenton’s spouse included in the Form 4?

The Form 4 includes 103 Dow shares owned indirectly through Argenton’s spouse, labeled “By Spouse.” These shares were also withheld by the issuer to satisfy tax withholding obligations from settlement of previously reported awards to the spouse.