Dow (DOW) CEO Fitterling has 9,551 shares withheld to cover tax on awards

Rhea-AI Filing Summary

Dow Inc. Chair and CEO James R. Fitterling reported a disposition of company common stock in connection with equity compensation on February 9, 2026. He had 9,551 shares of Dow common stock transferred back to the issuer at $32.08 per share to satisfy tax withholding owed on previously granted awards, as described in the footnotes.

After this withholding transaction, Fitterling directly owned 121,887 shares of Dow common stock. He also reported additional indirect holdings, including 281,559 shares held by a trust and positions in Dow stock through 401(k) and ESOP plans.

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^*

Fitterling James R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

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		9,551(1)	D	$32.08	121,887(2)	D
Common Stock								281,559	I	By Trust
Common Stock								3,996.57	I	By 401(k) Plan
Common Stock								2,357.329	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.

Remarks:

	/s/ James R Fitterling	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 James R. Fitterling?

Dow reported that Chair and CEO James R. Fitterling disposed of 9,551 common shares to the company. The shares were withheld by Dow to cover tax obligations arising from the settlement of previously granted equity awards, as required under the award agreement.

At what price were James R. Fitterling’s Dow (DOW) shares withheld for taxes?

The 9,551 Dow common shares related to James R. Fitterling’s tax withholding were valued at $32.08 per share. This reflects the price used for shares transferred back to Dow to satisfy his tax obligations on vested equity awards.

How many Dow (DOW) shares does James R. Fitterling own directly after this Form 4?

After the reported transaction, James R. Fitterling directly owned 121,887 Dow common shares. This direct holding figure includes the impact of the 9,551 shares returned to the issuer for tax withholding tied to previously reported equity awards.

What indirect Dow (DOW) holdings are reported for James R. Fitterling?

James R. Fitterling reported indirect ownership of 281,559 Dow shares through a trust, plus additional Dow stock in retirement plans. These include 3,996.57 shares in a 401(k) plan and 2,357.329 shares in a 401(k) ESOP, all reported as indirect interests.

Was James R. Fitterling’s Dow (DOW) Form 4 transaction an open-market sale?

The Form 4 describes the transaction as a disposition to the issuer, not an open-market sale. Shares were withheld by Dow to satisfy tax withholding obligations on previously reported equity awards, a common mechanism for handling stock-based compensation taxes.

What is the role of James R. Fitterling at Dow (DOW) mentioned in the Form 4?

James R. Fitterling is identified as both a director and an officer of Dow, serving as Chair and CEO. His leadership roles are disclosed alongside the reported equity compensation-related share disposition to the issuer for tax withholding purposes.