Dow (NYSE: DOW) exec reports issuer-withheld shares for equity award taxes

Rhea-AI Filing Summary

Dow Inc. executive Andre Argenton reported routine share dispositions related to tax withholding. On February 9, 2026, the issuer withheld 471 shares of common stock at $32.08 from Argenton to cover taxes on previously granted awards, leaving him with 38,632 directly owned shares.

On the same date, the issuer also withheld 256 shares at $32.08 from awards held by his spouse, leaving 9,328 shares held indirectly "By Spouse." The footnotes state these withholding transactions were required under the award agreements and are exempt under Rule 16b-3, and that the totals include 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

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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^*

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)
02/09/2026

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		471(1)	D	$32.08	38,632(2)	D
Common Stock	02/09/2026		D		256(3)	D	$32.08	9,328(2)	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

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.

3. Shares withheld by Issuer to satisfy tax withholding of the Reporting Person's spouse upon settlement of previously reported awards as required by the award agreement and exempt under Rule 16b-3.

Remarks:

	/s/ Andre Argenton	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 executive Andre Argenton report?

Andre Argenton reported issuer-withheld Dow Inc. common shares for tax obligations. The company withheld 471 shares from his equity award settlement and 256 shares from his spouse’s awards, both at $32.08 per share, as part of previously reported compensation arrangements.

Were Andre Argenton’s DOW share dispositions open-market sales?

The reported Dow Inc. share dispositions were not open-market sales. The filing explains the issuer withheld shares solely to satisfy tax withholding obligations on previously reported awards under the award agreements, and notes these transactions are exempt under Rule 16b-3.

How many DOW shares does Andre Argenton own after the reported Form 4?

After the reported tax-withholding transaction, Andre Argenton beneficially owns 38,632 Dow Inc. common shares directly. The filing also shows 9,328 additional shares held indirectly through his spouse, and notes that these totals include previously reported restricted stock units.

What price was used for the DOW shares withheld for taxes?

Both reported issuer-withheld transactions in Dow Inc. common stock used a share price of $32.08. This price applied to 471 shares withheld from Andre Argenton’s awards and 256 shares withheld from his spouse’s awards to cover tax withholding obligations under the award agreements.

How are Andre Argenton’s indirect DOW holdings characterized in the filing?

The Form 4 lists 9,328 Dow Inc. common shares as indirectly owned "By Spouse" after the transaction. A footnote clarifies that 256 of these shares were withheld by the issuer to satisfy the spouse’s tax obligations upon settlement of previously reported equity awards.

Why does the DOW Form 4 mention Rule 16b-3 for these transactions?

The Form 4 states that the share withholdings are exempt under Rule 16b-3. This indicates the issuer’s withholding of Dow Inc. shares for tax obligations on previously reported awards qualifies as a compensation-related transaction approved under applicable rules rather than a typical market trade.