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Dow (DOW) director Wesley Bush awarded 5,127 restricted shares and reports phantom units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BUSH WESLEY G reported acquisition or exercise transactions in this Form 4 filing.

DOW INC. director Wesley G. Bush received a grant of 5,127 shares of common stock on a compensation basis, reported at a price of $0.00 per share. These time-vested restricted stock units will be settled in one installment of Dow common shares after his separation from service.

Following this award, Bush directly holds 33,800 shares of common stock and has 17,978.08 phantom stock units, each equivalent to one Dow share and payable in cash under a compensation deferral election. He also has indirect ownership of 5,000 shares through a trust and 20,450 shares through a family LLC.

Positive

  • None.

Negative

  • None.
Insider BUSH WESLEY G
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 5,127 $0.00 --
holding Phantom Stock Units -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 33,800 shares (Direct); Phantom Stock Units — 17,978.08 shares (Direct); Common Stock — 5,000 shares (Indirect, By Trust)
Footnotes (1)
  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. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisable date or expiration date.
Restricted stock grant 5,127 shares Time-vested units granted on April 9, 2026
Direct common shares post-transaction 33,800 shares Direct Dow common stock held after grant
Phantom stock units 17,978.08 units Each unit equals one share of Dow common stock
Trust indirect holding 5,000 shares Dow common stock held indirectly by trust
Family LLC indirect holding 20,450 shares Dow common stock held indirectly by family LLC
Grant price per share $0.00/share Reported price for the restricted stock grant
time vested restricted stock units financial
"Time vested restricted stock units to be settled in one installment"
phantom stock units financial
"There is generally no conversion price for these phantom stock units"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
compensation deferral election financial
"Phantom stock units accrue under a compensation deferral election"
payable in cash financial
"Phantom stock units are payable in cash in lump sum or installments"
family LLC financial
"Common Stock ... nature_of_ownership: By Family LLC"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BUSH WESLEY G
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/09/2026A5,127(1)A$033,800(2)D
Common Stock5,000IBy Trust
Common Stock20,450IBy Family LLC
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(3) (4) (4)Common Stock17,978.0817,978.08D
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.
3. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer.
4. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisable date or expiration date.
Remarks:
/s/ Wesley G. Bush04/13/2026
** Signature of Reporting PersonDate
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 did DOW (DOW) director Wesley G. Bush receive in this Form 4 filing?

Wesley G. Bush received a grant of 5,127 shares of Dow common stock as a compensation award. These are time-vested restricted stock units that will convert into shares of common stock in a single installment after his separation from the company.

How many DOW (DOW) shares does Wesley G. Bush hold directly after this grant?

After the reported grant, Wesley G. Bush directly holds 33,800 shares of Dow common stock. This figure includes the newly granted 5,127 time-vested restricted stock units that were added to his existing direct equity position as disclosed in the filing.

What are the phantom stock units reported for DOW (DOW) director Wesley G. Bush?

Bush holds 17,978.08 phantom stock units, each equivalent to one share of Dow common stock. These units accrue under a compensation deferral election and are payable in cash, either as a lump sum or in installments, based on his chosen payout schedule.

Are the phantom stock units for DOW (DOW) settled in stock or cash?

The phantom stock units are settled in cash, not in Dow common stock. Each unit tracks the value of one Dow share and is payable in cash in either a lump sum or installments, according to the director’s compensation deferral election.

What indirect DOW (DOW) shareholdings are disclosed for Wesley G. Bush?

The filing shows indirect ownership of 5,000 Dow common shares held by a trust and 20,450 shares held by a family LLC. These positions are reported as indirect holdings separate from his 33,800 directly owned shares and his phantom stock units.

Is the 5,127-share DOW (DOW) grant an open-market purchase or a compensation award?

The 5,127-share position is a compensation-related grant, not an open-market purchase. It is reported under a grant or award transaction code and described as time-vested restricted stock units to be settled in Dow common shares after separation from service.