Dow (NYSE: DOW) tech chief gets 57,500 options and new share units

Rhea-AI Filing Summary

Dow Inc.’s Chief Tech & Sustainability officer Andre Argenton reported multiple equity awards dated February 12, 2026. He was granted a non-qualified stock option for 57,500 shares of common stock at an exercise price of $32.65 per share, exercisable until February 12, 2036, which will vest in three equal annual installments beginning February 12, 2027.

Argenton also acquired common stock through equity-based awards at no cash price, including 2,405 shares tied to performance share units and 10,570 shares from restricted stock units, both subject to continued employment and future settlement dates. Following these transactions, he directly held 51,607 common shares, while his spouse indirectly held 11,982 shares, with totals including 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/12/2026

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	02/12/2026		A		2,405(1)	A	$0	41,037	D
Common Stock	02/12/2026		A		302(1)	A	$0	9,630	I	By Spouse
Common Stock	02/12/2026		A		10,570(2)	A	$0	51,607(3)	D
Common Stock	02/12/2026		A		2,352(2)	A	$0	11,982(3)	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
Non-Qualified Stock Option (Right to Buy)	$32.65	02/12/2026		A		57,500		(4)	02/12/2036	Common Stock	57,500	$0	57,500	D

Explanation of Responses:

1. Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.

2. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.

3. Total includes previously reported restricted stock units.

4. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.

Remarks:

	/s/ Andre Argenton	02/17/2026
	** 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 did Dow (DOW) disclose about Andre Argenton in this Form 4?

Dow reported that officer Andre Argenton received several equity awards on February 12, 2026, including stock options and share units. These awards increased his direct and spouse-held indirect common stock positions in Dow, all granted at no cash purchase price.

How many Dow shares are tied to Andre Argenton’s new stock option grant?

Andre Argenton received a non-qualified stock option covering 57,500 Dow common shares at an exercise price of $32.65. The option vests in three equal annual installments starting February 12, 2027, and is scheduled to expire on February 12, 2036, if not exercised.

What performance share units and restricted stock units did Dow grant to Andre Argenton?

Dow reported 2,405 common shares from performance share units determined after certification of performance metrics, settling around February 26, 2026. It also disclosed 10,570 restricted stock unit shares scheduled for delivery around February 12, 2029, both subject to Argenton’s continued employment.

How many Dow shares does Andre Argenton own directly after these transactions?

After the reported equity awards, Andre Argenton directly held 51,607 Dow common shares. This direct total includes both newly credited shares from performance and restricted units and previously reported restricted stock units, reflecting his updated direct ownership stake.

What Dow share holdings are reported indirectly through Andre Argenton’s spouse?

The filing shows indirect ownership through Argenton’s spouse of 9,630 and 11,982 Dow common shares after separate awards. These spouse-held positions arise from equity-based grants at no cash price, and the totals incorporate previously reported restricted stock units where applicable.

Are Andre Argenton’s Dow equity awards subject to vesting or employment conditions?

Yes. Performance share units settle in one installment around February 26, 2026, subject to continued employment. Restricted stock units are to be delivered around February 12, 2029 under the same condition, while the 57,500-share stock option vests in three annual installments starting in 2027.