Dow insider updates holdings after 2,801-share tax withholding

Rhea-AI Filing Summary

Dow Inc. (DOW) reported an insider transaction on a Form 4 by its President, Packaging & Specialty Plastics. On 11/03/2025, the reporting person disposed of 2,801 shares of common stock at $23.23. The filing states the shares were withheld by the issuer to satisfy the reporting person’s tax obligations upon settlement of previously reported awards under Rule 16b-3.

Following the transaction, the reporting person beneficially owned 45,837 common shares directly. Indirect holdings were also reported: 4,775.033 shares by a 401(k) Plan, 1,414.564 shares by a 401(k) Plan ESOP, 213.693 shares by a spouse’s 401(k) Plan, and 46.241 shares by a spouse’s 401(k) Plan ESOP.

Insights

Insider trading & governance analyst

Routine tax-withholding share disposal; ownership updated.

The transaction reflects issuer share withholding of 2,801 shares at $23.23 on 11/03/2025 to cover taxes upon award settlement under Rule 16b-3. This is a common administrative event for equity awards rather than an open-market sale.

Post-transaction direct ownership is 45,837 shares, with additional indirect balances via 401(k) and ESOP accounts. No proceeds flow to the insider from issuer withholding; it settles tax obligations tied to equity compensation.

This filing updates beneficial ownership records. Actual impact on the company’s outlook is minimal, and future Form 4s may further reflect routine equity award activity.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Cleason Keith

Role President, Pkg & Spec Plastics

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,801	$23.23	$65K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 45,837 shares (Direct); Common Stock — 4,775.033 shares (Indirect, By 401(k) Plan)

Footnotes (1)

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. Total includes previously reported restricted stock units.

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Form 4 Insider Transactions: What Each Field Means →

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)
11/03/2025

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	11/03/2025		D		2,801(1)	D	$23.23	45,837(2)	D
Common Stock								4,775.033	I	By 401(k) Plan
Common Stock								1,414.564	I	By 401(k) Plan ESOP
Common Stock								213.693	I	By Spouse 401(k) Plan
Common Stock								46.241	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	11/05/2025
	** 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.