Dow (DOW) director receives 5,127 time-vested restricted stock units

Rhea-AI Filing Summary

Banister Gaurdie E. JR. reported acquisition or exercise transactions in this Form 4 filing.

Dow Inc. director Gaurdie E. Banister Jr. received a grant of 5,127 shares of common stock on April 9, 2026, reported as time-vested restricted stock units that will be settled in one installment of Dow common shares after his separation from the company. Following this grant, he holds 27,492 shares directly and 10,924 shares indirectly through a corporation, with footnotes noting that the totals include previously reported restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Banister Gaurdie E. JR.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,127	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 27,492 shares (Direct); Common Stock — 10,924 shares (Indirect, By Corporation)

Footnotes (1)

1. Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person. Total includes previously reported restricted stock units.

Key Figures

Equity grant: 5,127 shares Direct holdings after grant: 27,492 shares Indirect holdings: 10,924 shares +2 more

5 metrics

Equity grant 5,127 shares Grant of time-vested restricted stock units on April 9, 2026

Direct holdings after grant 27,492 shares Total Dow common stock directly held following the transaction

Indirect holdings 10,924 shares Dow common stock held indirectly, classified as By Corporation

Grant price $0.0000 per share Equity award recorded at zero price as compensation, not a purchase

Transaction date April 9, 2026 Date of the reported grant of common stock

Key Terms

restricted stock units, time vested, indirect, By Corporation, +1 more

5 terms

restricted stock units financial

"Time vested restricted stock units to be settled in one installment"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time vested financial

"Time vested restricted stock units to be settled in one installment"

indirect financial

"total_shares_following_transaction": "10924.0000", "direct_or_indirect": "I""

By Corporation financial

""direct_or_indirect": "I", "nature_of_ownership": "By Corporation""

Grant, award, or other acquisition financial

""transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

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^*

Banister Gaurdie E. JR.

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MICHIGAN 48674

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/09/2026		A		5,127(1)	A	$0	27,492(2)	D
Common Stock								10,924	I	By Corporation

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. Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/ Gaurdie E. Banister Jr.	04/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Dow (DOW) director Gaurdie Banister Jr. report in this Form 4?

He reported receiving 5,127 shares of Dow common stock as a grant. These are time-vested restricted stock units that will convert into Dow shares after he separates from the company, reflecting equity-based director compensation.

How many Dow (DOW) shares does Gaurdie Banister Jr. hold after the reported grant?

After the grant, he directly holds 27,492 shares of Dow common stock. The filing also shows 10,924 additional shares held indirectly through a corporation, giving investors insight into his combined direct and indirect equity exposure.

What are the terms of the restricted stock units reported for Dow (DOW)?

The filing describes them as time-vested restricted stock units that will be settled in one installment of Dow common stock. Settlement occurs following the reporting person’s separation from the company, aligning director compensation with long-term service.

Is Gaurdie Banister Jr.’s new Dow (DOW) grant an open-market purchase?

No, it is not an open-market purchase. The Form 4 labels the transaction with code A, indicating a grant or award acquisition at zero price per share, consistent with stock-based compensation rather than a market transaction.

What does indirect ownership "By Corporation" mean in this Dow (DOW) filing?

Indirect ownership "By Corporation" means some Dow shares are held through a corporate entity rather than personally. The Form 4 shows 10,924 shares classified as indirectly owned by a corporation, separate from the director’s 27,492 directly held shares.