Dow (DOW) general counsel receives new stock and 76,800-share option grant

Rhea-AI Filing Summary

Dow Inc. reported that its General Counsel and Secretary, Amy E. Wilson, received new equity awards on February 12, 2026. She acquired 13,000 shares of common stock tied to performance share units and 14,120 restricted stock units, both at a price of $0 per share. Following these awards, she directly owned 116,851 shares of common stock, with additional indirect holdings through a 401(k) plan and ESOP. Wilson was also granted a non-qualified stock option for 76,800 shares at an exercise price of $32.65 per share, expiring February 12, 2036, vesting in three equal annual installments beginning February 12, 2027.

Insights

Equity Compensation Analyst

Dow’s general counsel received routine stock and option awards as part of equity compensation, increasing direct and indirect holdings without open-market buying or selling.

Amy E. Wilson, General Counsel and Secretary of Dow Inc., received equity-based compensation on February 12, 2026. She acquired 13,000 shares of common stock linked to performance share units and 14,120 restricted stock units, each at a price of $0 per share, reflecting non-cash awards rather than purchases.

The filing shows her directly holding 116,851 common shares after these grants, plus indirect holdings of 227.721 shares and 353.753 shares through a 401(k) plan and ESOP. A non-qualified stock option for 76,800 shares at an exercise price of $32.65 per share expires on February 12, 2036.

Footnotes state that performance share units will settle around February 26, 2026, restricted stock units around February 12, 2029, and the option vests in three equal annual installments starting February 12, 2027, with option shares used to satisfy withholding taxes.

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^*

Wilson Amy E

(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)
	General Counsel / Secretary

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		13,000(1)	A	$0	102,731	D
Common Stock	02/12/2026		A		14,120(2)	A	$0	116,851(3)	D
Common Stock								227.721	I	By 401(k) Plan
Common Stock								353.753	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
Non-Qualified Stock Option (Right to Buy)	$32.65	02/12/2026		A		76,800		(4)	02/12/2036	Common Stock	76,800	$0	76,800	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/ Amy E. Wilson	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 Amy E. Wilson’s common stock awards?

Dow disclosed that General Counsel Amy E. Wilson acquired 13,000 common shares from performance share units and 14,120 restricted stock units on February 12, 2026 at $0 per share. After these grants, she directly held 116,851 common shares.

What stock option grant did Dow (DOW) report for its general counsel?

Dow reported that Amy E. Wilson received a non-qualified stock option for 76,800 shares at an exercise price of $32.65 per share. The option expires on February 12, 2036 and vests in three equal annual installments beginning February 12, 2027.

How and when will Amy E. Wilson’s performance share units and RSUs at Dow (DOW) settle?

The filing states her performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment. Her restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, also subject to continued employment.

What are Amy E. Wilson’s indirect share holdings in Dow (DOW)?

In addition to directly held shares, Amy E. Wilson has indirect holdings of 227.721 Dow common shares through a 401(k) Plan and 353.753 shares through a 401(k) Plan ESOP, as reflected in the Form 4’s holding entries.

What is Amy E. Wilson’s role at Dow (DOW) and why is she filing Form 4?

Amy E. Wilson is General Counsel and Secretary of Dow Inc., making her a reporting officer under Section 16. Form 4 reports her equity awards and holdings, including stock, restricted stock units, performance share units, and options granted on February 12, 2026.

How will the newly granted Dow (DOW) stock options be used regarding taxes?

The Form 4 notes that the 76,800-share non-qualified stock option grant specifies option shares will be used to satisfy withholding taxes. This means a portion of the option shares, upon vesting or exercise, is designated to cover required tax withholding obligations.