Was the DOW (DOW) share award to Samuel R. Allen a purchase or compensation grant?

The transaction is classified as a grant or award acquisition, not an open-market purchase. The shares, totaling 5,127, were reported at a price of $0.00 per share, indicating equity compensation rather than a cash-funded buy, consistent with typical director compensation structures.

Director Samuel R. Allen receives 5,127 Dow (DOW) restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DOW INC. director Samuel R. Allen reported an equity award on common stock. On April 9, 2026, he acquired 5,127 shares at $0.00 per share as a grant or award, increasing his direct holdings to 32,522 shares.

Footnotes describe these as time-vested restricted stock units to be settled in one installment of common shares following his separation, and note that the total includes previously reported restricted stock units. The filing also shows 1,329.3028 shares held indirectly in a trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ALLEN SAMUEL R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,127	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 32,522 shares (Direct); Common Stock — 1,329.303 shares (Indirect, By Trust)

Footnotes (1)

Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person. Total includes previously reported restricted stock units.

Key Figures

Equity award: 5,127 shares Award price: $0.00 per share Direct holdings after transaction: 32,522 shares +2 more

5 metrics

Equity award 5,127 shares Grant/award of common stock on April 9, 2026

Award price $0.00 per share Reported price for the 5,127-share grant

Direct holdings after transaction 32,522 shares Common stock directly held following the grant

Indirect trust holdings 1,329.3028 shares Common stock held indirectly by trust

Transaction date April 9, 2026 Date of the reported grant/award acquisition

Key Terms

restricted stock units, time vested, grant, award, or other acquisition, By Trust

4 terms

restricted stock units financial

"Time vested restricted stock units to be settled in one installment"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time vested financial

"Time vested restricted stock units to be settled in one installment"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

By Trust financial

"nature_of_ownership: By Trust"

Form 4 Insider Transactions: What Each Field Means →

04/13/2026 - 05:03 PM

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^*

ALLEN SAMUEL R

(Last)

(First)

(Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND

MICHIGAN

48674

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2026		A		5,127⁽¹⁾	A	$0	32,522⁽²⁾	D
Common Stock								1,329.3028	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Time vested restricted stock units to be settled in one installment of shares of common stock of the Issuer following the date of separation of the Reporting Person.

2. Total includes previously reported restricted stock units.

Remarks:

	/s/ Samuel R. Allen	04/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did DOW (DOW) director Samuel R. Allen report?

Samuel R. Allen reported receiving an equity award of 5,127 shares of Dow common stock. The award was recorded at $0.00 per share as a grant or award acquisition, increasing his directly held position to 32,522 shares according to the Form 4 filing details.

How many DOW (DOW) shares does Samuel R. Allen hold after this Form 4?

After the reported grant, Samuel R. Allen directly holds 32,522 shares of Dow common stock. The filing also shows an additional 1,329.3028 shares held indirectly through a trust, giving a clearer picture of both his direct and indirect ownership positions in the company.

What type of award did DOW (DOW) grant to Samuel R. Allen?

The award consists of time-vested restricted stock units that will be settled in shares of Dow common stock. Footnotes state settlement will occur in one installment following Allen’s separation, and that the total reported includes previously granted restricted stock units, reflecting cumulative awards.

How are Samuel R. Allen’s indirect DOW (DOW) holdings structured?

The Form 4 shows 1,329.3028 Dow common shares held indirectly “By Trust.” This means a trust, rather than Allen personally, is listed as the direct holder, while the filing still attributes beneficial ownership to him for reporting purposes under insider ownership rules.

When will Samuel R. Allen’s DOW (DOW) restricted stock units be settled?

Footnotes explain the time-vested restricted stock units will be settled in a single installment of Dow common stock. Settlement occurs following the date of Allen’s separation, aligning with typical deferred director compensation structures that deliver shares after service ends.