Dow SVP has 1,510 shares withheld for taxes

Dow Inc. senior vice president John Maurice Sampson reported a tax‑related share disposition.

Rhea-AI Filing Summary

Dow Inc. senior vice president John Maurice Sampson reported a tax‑related share disposition. On 02/09/2026, 1,510 shares of Dow common stock were withheld by the company at $32.08 per share to cover tax obligations on previously reported equity awards, as permitted under the award agreement.

After this withholding, Sampson directly beneficially owned 115,824 Dow common shares, and also held additional indirect interests through a 401(k) plan (2,167.828 shares) and a 401(k) plan ESOP (316.081 shares).

Insider Trade Summary

Disposition: 1,510 shares

Disposition 3 txns

Insider SAMPSON JOHN MAURICE

Role Senior Vice President

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,510	$32.08	$48K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 115,824 shares (Direct); Common Stock — 2,167.828 shares (Indirect, By 401(k) Plan); Common Stock — 316.081 shares (Indirect, By 401(k) Plan ESOP)

Footnotes (2)

1. F1. 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. F2. Total includes previously reported restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did DOW senior vice president John Sampson report?

John Maurice Sampson reported a tax-related share disposition. On 02/09/2026, 1,510 Dow Inc. common shares were withheld by the company at $32.08 per share to satisfy tax withholding obligations on previously reported equity awards under the award agreement.

Did John Sampson sell DOW stock on the open market in this Form 4?

No, the filing shows no open-market sale. The 1,510 Dow Inc. shares were withheld by the issuer to cover tax withholding on equity award settlement, classified as a disposition to the issuer under Rule 16b-3, rather than a voluntary market sale by Sampson.

How many DOW shares does John Sampson own directly after this transaction?

After the tax withholding, John Maurice Sampson beneficially owned 115,824 Dow Inc. common shares directly. The filing notes that this direct total includes previously reported restricted stock units, reflecting his ongoing equity stake in the company following the disposition.

What indirect DOW share holdings does John Sampson report?

Sampson reports indirect holdings through retirement plans. The Form 4 lists 2,167.828 Dow Inc. common shares held via a 401(k) plan and 316.081 Dow common shares held through a 401(k) plan ESOP, both categorized as indirect beneficial ownership interests.

Why were 1,510 DOW shares withheld from John Sampson?

The 1,510 Dow Inc. shares were withheld to satisfy tax withholding obligations. According to the footnote, the issuer withheld these shares upon settlement of previously reported awards, as required by the award agreement and exempt under Rule 16b-3 of the securities regulations.

What transaction code is used in John Sampson’s DOW Form 4 filing?

The Form 4 uses transaction code D for the 1,510 Dow Inc. shares, described as a disposition to the issuer. This reflects shares withheld by Dow to cover tax withholding, distinguishing it from a typical open-market sale or purchase transaction by the insider.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/11/2026 - 07:00 PM EST Learn about SEC filing dates

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^*

SAMPSON JOHN MAURICE

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		D		1,510(1)	D	$32.08	115,824(2)	D
Common Stock								2,167.828	I	By 401(k) Plan
Common Stock								316.081	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

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/ John M. Sampson	02/11/2026
	** 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.