Dow (DOW) executive shares withheld to cover tax bill

Rhea-AI Filing Summary

DOW INC. executive Philo Brendy Lange, President of Performance Materials & Coatings, disposed of 621 shares of common stock on 2026-02-26 in a transaction coded as a disposition to the issuer. According to the footnotes, these shares were withheld by Dow to cover tax withholding upon settlement of previously reported awards.

After this issuer withholding, Lange directly owned 23,161 common shares and indirectly held 1,342.208 shares through a 401(k) plan. The filing characterizes the withholding as exempt under Rule 16b-3, indicating it is part of routine equity award administration rather than an open-market trade.

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^*

Lange Philo Brendy

(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, Perf Mat & Coatings

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		D		621(1)	D	$29.9	23,161(2)	D
Common Stock								1,342.208	I	By 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. 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/ Philo Brendy Lange	03/02/2026
	** 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 transaction did DOW (DOW) report for Philo Brendy Lange?

DOW reported that executive Philo Brendy Lange had 621 common shares disposed of to the issuer on February 26, 2026. The shares were withheld by Dow to satisfy tax withholding obligations tied to previously reported equity awards, not an open-market trade.

How many DOW common shares did Philo Brendy Lange dispose of in this Form 4?

The Form 4 shows a disposition of 621 DOW common shares coded as a transfer to the issuer. A footnote explains Dow withheld these shares to cover tax withholding upon settlement of earlier equity awards, making this a routine administrative transaction rather than a discretionary sale.

Why were DOW shares withheld from Philo Brendy Lange in this transaction?

The filing states the shares were withheld by DOW to satisfy tax withholding when previously reported awards settled, as required by the award agreement. This type of withholding, noted as exempt under Rule 16b-3, is common in stock-based compensation programs to cover associated tax liabilities.

How many DOW shares does Philo Brendy Lange own after this Form 4 transaction?

After the transaction, Lange directly owned 23,161 DOW common shares. The filing also reports an additional 1,342.208 shares held indirectly through a 401(k) plan, reflecting retirement-plan holdings separate from his directly registered share ownership position.

What does indirect ownership by 401(k) plan mean in the DOW Form 4?

Indirect ownership by a 401(k) plan means some DOW shares are held in a retirement account rather than directly in the executive’s name. The Form 4 lists 1,342.208 shares as indirectly owned through a 401(k), separate from the 23,161 shares held directly after the transaction.

Was the DOW insider transaction an open-market sale by Philo Brendy Lange?

No, the transaction is described as a disposition to the issuer, with shares withheld by DOW to cover tax withholding on vested awards. The footnote clarifies this arrangement and notes the transaction is exempt under Rule 16b-3, indicating routine compensation administration instead of market selling.