Dow (DOW) executive logs issuer share withholding for tax obligations

Rhea-AI Filing Summary

Dow Inc. executive Keith Cleason reported a tax-related share disposition. On the transaction date, 686 shares of Dow common stock were disposed to the issuer at $29.90 per share to satisfy tax withholding on previously granted awards, as required by the award agreement. Following this, he directly held 57,052 common shares, and also had indirect holdings through various 401(k) and ESOP plans for himself and his spouse.

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^*

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)
02/26/2026

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	02/26/2026		D		686(1)	D	$29.9	57,052(2)	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

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/ Keith Cleason	03/02/2026
	** 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 Keith Cleason report at Dow (DOW)?

Keith Cleason reported a disposition of 686 Dow common shares back to the issuer. The shares were withheld to cover tax obligations arising from settlement of previously reported equity awards under the terms of the award agreement and Rule 16b-3.

Was the Dow (DOW) insider transaction an open-market sale?

No, the transaction was a disposition to the issuer, not an open-market sale. Shares were withheld by Dow to satisfy tax withholding due on settlement of earlier equity awards, making this an administrative tax event rather than a discretionary share sale.

How many Dow (DOW) shares does Keith Cleason hold after the transaction?

After the transaction, Keith Cleason directly held 57,052 Dow common shares. In addition, Form 4 shows indirect holdings through 401(k) and ESOP plans for him and his spouse, including balances labeled under 401(k) Plan and 401(k) Plan ESOP accounts.

What price per share was used for the Dow (DOW) tax withholding?

The issuer disposition used a price of $29.90 per Dow common share. This price applied to the 686 shares withheld to cover tax obligations associated with the settlement of previously reported equity awards granted under the company’s compensation arrangements.

What do the footnotes in Keith Cleason’s Dow (DOW) Form 4 indicate?

The footnotes explain shares were withheld by Dow to satisfy tax withholding upon settlement of prior awards and that the total direct holdings include previously reported restricted stock units, clarifying this is part of structured compensation rather than a discretionary market trade.