Dow Inc. (DOW) president reports routine 244-share tax withholding transaction

Rhea-AI Filing Summary

Dow Inc. officer reports small share withholding for taxes

A Dow Inc. executive, serving as President, Packaging & Specialty Plastics, reported a routine change in holdings involving Dow common stock. On 11/28/2025, 244 shares of common stock were disposed of at a price of $23.85 per share, with the filing explaining that these shares were withheld by Dow to cover withholding tax obligations tied to an equity award and that this is exempt under Rule 16b-3.

After this transaction, the executive directly owned 45,593 shares of Dow common stock, and also had additional indirect holdings through a 401(k) plan, an ESOP within the 401(k) plan, and a spouse’s 401(k) ESOP and plan accounts.

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)
11/28/2025

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	11/28/2025		D		244(1)	D	$23.85	45,593(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								46.241	I	By Spouse 401(k) Plan ESOP
Common Stock								213.693	I	By Spouse 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. Represents shares withheld by the Issuer to satisfy the payment of withholding tax obligations; share withholding was implemented pursuant to the award agreement and is exempt under Rule 16b-3.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/ Keith Cleason	12/02/2025
	** 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.

FAQ

What insider transaction did DOW Inc. (DOW) report in this Form 4?

The filing reports that a Dow Inc. officer disposed of 244 shares of common stock on 11/28/2025 at $23.85 per share, through share withholding for taxes on an equity award.

Why were the 244 DOW Inc. shares disposed of by the reporting officer?

The 244 shares were withheld by Dow to satisfy the officer’s withholding tax obligations under an equity award agreement, as noted in the explanation of responses.

How many DOW Inc. shares does the officer own after the reported transaction?

After the transaction, the officer directly owned 45,593 shares of Dow common stock, with additional shares held indirectly through 401(k) and ESOP accounts, including those of a spouse.

What is the reporting person’s role at DOW Inc. (DOW)?

The reporting person is an officer of Dow Inc., serving as President, Packaging & Specialty Plastics.

Are the withheld DOW Inc. shares part of a routine equity compensation process?

Yes. The filing states that the shares were withheld by the issuer to cover taxes under the award agreement and that the share withholding is exempt under Rule 16b-3, reflecting a routine equity compensation-related process.