Dow Inc (NYSE: DOW) grants stock, RSUs and stock options to executive

Rhea-AI Filing Summary

Dow Inc. executive Keith Cleason reported multiple equity awards in the form of stock, restricted stock units, and stock options. On February 12, 2026, he acquired 2,023 shares of common stock tied to performance share units and 10,420 restricted stock units, both at a price of $0 per share as grants subject to continued employment.

Following these awards, Cleason directly held 57,738 shares of Dow common stock and 56,700 non-qualified stock options with an exercise price of $32.65 per share, expiring on February 12, 2036 and vesting in three equal annual installments beginning February 12, 2027. He also reported additional indirect holdings through 401(k) and spouse 401(k) 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

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^*

Cleason Keith

(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)
	President, Pkg & Spec Plastics

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		2,023(1)	A	$0	47,318	D
Common Stock	02/12/2026		A		10,420(2)	A	$0	57,738(3)	D
Common Stock								4,854.947	I	By 401(k) Plan
Common Stock								1,416.132	I	By 401(k) Plan ESOP
Common Stock								217.003	I	By Spouse 401(k) Plan
Common Stock								46.247	I	By Spouse 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		56,700		(4)	02/12/2036	Common Stock	56,700	$0	56,700	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/ Keith Cleason	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) executive Keith Cleason report in this Form 4?

Keith Cleason reported equity awards from Dow consisting of common stock, restricted stock units, and non-qualified stock options. These were grants at no cash cost to him and increased his direct and indirect ownership in Dow common stock and stock-based awards.

How many Dow (DOW) shares did Keith Cleason receive as stock awards?

On February 12, 2026, Keith Cleason acquired 2,023 Dow common shares linked to performance share units and 10,420 restricted stock units. Both awards were granted at $0 per share as compensation, subject to continued employment and future settlement or delivery dates.

What stock options did Dow (DOW) grant to Keith Cleason?

Dow granted Keith Cleason 56,700 non-qualified stock options with a $32.65 exercise price per share. These options expire on February 12, 2036 and vest in three equal annual installments beginning February 12, 2027, with option shares used to satisfy withholding taxes.

How many Dow (DOW) shares does Keith Cleason own after these transactions?

After the February 12, 2026 grants, Keith Cleason directly held 57,738 Dow common shares. He also reported indirect ownership of additional shares through 401(k) and spouse 401(k) plans, plus 56,700 non-qualified stock options for Dow common stock held directly.

Are Keith Cleason’s Dow (DOW) awards tied to performance or service?

Yes. The 2,023-share award arises from performance share units determined after performance certification, settling around February 26, 2026. The 10,420 restricted stock units deliver around February 12, 2029, and the stock options vest over three years, all subject to continued employment.

Does this Dow (DOW) Form 4 show any stock sales by Keith Cleason?

The Form 4 shows only acquisitions of Dow equity through grants of stock, restricted stock units, and options, all coded as awards at $0 per share. There are no reported sales or dispositions of Dow common stock or options in this filing.