Form 4: Fitterling James R reports acquisition/exercise transactions in DOW

Rhea-AI Filing Summary

Fitterling James R reported acquisition or exercise transactions in a Form 4 filing for DOW. The filing lists transactions totaling 500,212 shares. Following the reported transactions, holdings were 371,250 shares.

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^*

Fitterling James R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair and CEO

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		60,732(1)	A	$0	182,619	D
Common Stock	02/12/2026		A		68,230(2)	A	$0	250,849(3)	D
Common Stock								281,559	I	By Trust
Common Stock								3,996.57	I	By 401(k) Plan
Common Stock								2,357.329	I	By 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		371,250		(4)	02/12/2036	Common Stock	371,250	$0	371,250	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/ James R Fitterling	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 insider transactions did Dow (DOW) report for CEO James R. Fitterling?

Dow reported that CEO James R. Fitterling received equity awards on February 12, 2026. These included performance-based shares, restricted stock units, and a large non-qualified stock option grant, all structured as compensation rather than open-market purchases.

How many Dow (DOW) shares did the CEO acquire in stock and RSU awards?

James R. Fitterling acquired 60,732 shares of common stock tied to performance share units and 68,230 restricted stock units. The restricted stock units are scheduled to be delivered in one installment in 2029, subject to his continued employment with Dow.

What are the key terms of the Dow (DOW) stock option granted to the CEO?

The CEO received a non-qualified stock option covering 371,250 shares of Dow common stock at an exercise price of $32.65. The option expires on February 12, 2036 and vests in three equal annual installments starting February 12, 2027.

When will Dow (DOW) restricted and performance share units for the CEO be delivered?

Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment. The restricted stock units are scheduled for delivery in one installment on or about February 12, 2029, also contingent on continued employment.

How many Dow (DOW) shares does the CEO hold directly after these awards?

After the reported transactions, James R. Fitterling directly held 250,849 shares of Dow common stock. He also had additional indirect holdings through a trust and through 401(k) plan-related accounts, as disclosed in the filing tables.

Are the Dow (DOW) insider transactions open-market buys or compensation grants?

The disclosed insider transactions are compensation grants, not market purchases. The filing shows awards of common stock, restricted stock units, and a non-qualified stock option, all at a reported price of $0 per share, consistent with equity-based executive compensation.