Dow (NYSE: DOW) SVP covers taxes with 3,016-share disposition

Rhea-AI Filing Summary

Dow Inc. Senior Vice President John Maurice Sampson had 3,016 Dow common shares disposed to the company at $29.90 per share to cover tax withholding on previously reported equity awards. The footnotes clarify these shares were withheld by the issuer as required under the award agreement and exempt under Rule 16b-3.

After this tax-withholding disposition to the issuer, Sampson directly held 134,544 common shares, a figure that includes previously reported restricted stock units. He also had indirect holdings through retirement plans, with 2,167.828 shares in a 401(k) plan and 316.081 shares in a 401(k) ESOP.

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
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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^*

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)
02/26/2026

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		3,016(1)	D	$29.9	134,544(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	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 John Maurice Sampson?

Dow Senior Vice President John Maurice Sampson had 3,016 common shares disposed to the company at $29.90 per share. The shares were withheld by the issuer to satisfy tax withholding on previously reported equity awards under the award agreement, exempt under Rule 16b-3.

Was the Dow (DOW) insider transaction an open-market sale of shares?

No, the 3,016 Dow common shares were not sold on the open market. They were withheld by the company to cover tax obligations tied to previously reported equity awards, characterized as a disposition to the issuer rather than a discretionary share sale.

How many Dow (DOW) shares does John Maurice Sampson hold after this Form 4?

After the tax-withholding disposition, John Maurice Sampson directly held 134,544 Dow common shares, including previously reported restricted stock units. He also had indirect holdings of 2,167.828 shares in a 401(k) plan and 316.081 shares in a 401(k) ESOP.

What does the Form 4 say about Dow (DOW) executive 401(k) and ESOP holdings?

The filing shows John Maurice Sampson’s indirect Dow holdings through retirement plans. He held 2,167.828 common shares via a 401(k) plan and 316.081 shares via a 401(k) ESOP, both reported as indirect ownership separate from his directly held 134,544 common shares.

Why were Dow (DOW) shares withheld from John Maurice Sampson’s awards?

Shares were withheld to satisfy tax withholding obligations triggered when previously reported equity awards settled. The company disposed of 3,016 Dow common shares to itself at $29.90 per share, as required by the award agreement and noted as exempt under Rule 16b-3.