Dow Inc. (NYSE: DOW) officer logs 386-share tax withholding transaction

Rhea-AI Filing Summary

Dow Inc. executive Philo Brendy Lange, President of Performance Materials & Coatings, reported a Form 4 transaction involving company stock. On 02/09/2026, 386 shares of common stock were disposed of to the issuer at $32.08 per share to cover tax withholding on previously awarded equity. After this tax-related disposition, Lange directly owned 11,810 shares of Dow common stock and indirectly held 1,342.208 shares through a 401(k) plan.

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^*

Lange Philo Brendy

(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, Perf Mat & Coatings

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		386(1)	D	$32.08	11,810(2)	D
Common Stock								1,342.208	I	By 401(k) Plan

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/ Philo Brendy Lange	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 Philo Brendy Lange report on this Form 4?

Philo Brendy Lange reported a tax-related disposition of 386 Dow Inc. common shares to the issuer at $32.08 per share. The shares were withheld to satisfy tax obligations upon settlement of previously reported equity awards under an award agreement.

Was the DOW insider transaction an open-market sale of shares?

No, the transaction was a disposition of shares to Dow Inc. to satisfy tax withholding on prior equity awards. It was executed under the award agreement and is described as exempt under Rule 16b-3, rather than an open-market sale to third-party buyers.

How many DOW shares does Philo Brendy Lange own after the reported transaction?

After the transaction, Lange directly owned 11,810 Dow Inc. common shares and indirectly held 1,342.208 shares through a 401(k) plan. The indirect holdings are reported as beneficial ownership by a 401(k) plan account associated with the reporting person.

What was the price involved in the DOW insider tax-withholding share disposition?

The 386 Dow Inc. shares were disposed of to the issuer at $32.08 per share. This price is used for the tax-withholding transaction tied to the settlement of previously reported stock awards, according to the Form 4 disclosure details.

What role does Philo Brendy Lange hold at Dow Inc. in this Form 4 filing?

Philo Brendy Lange is identified as an officer of Dow Inc., serving as President, Performance Materials & Coatings. The Form 4 indicates the filing is made by one reporting person in this officer capacity, rather than as a director or 10% owner.

Do the reported DOW share totals include restricted stock units for the insider?

Yes, the Form 4 notes that the total share figure includes previously reported restricted stock units. This means the beneficial ownership number reflects both standard common shares and these equity-based awards already disclosed in earlier filings.