Fitterling James R 4

What Happened

• James R. Fitterling, Chair and CEO (and a director) of Dow Inc., received equity awards on Feb 12, 2026 totaling 500,212 shares. The filing reports three award entries: 60,732 shares, 68,230 shares, and 371,250 shares — all reported as acquisitions at $0.00 (awards, not purchases), total reported value $0. The 371,250-unit entry is a derivative award (performance share units determined after performance certification).

Key Details

• Transaction date(s): February 12, 2026. Report filed: February 17, 2026.
• Prices: $0.00 per share (awards/grants); reported total consideration $0.
• Award breakdown: 60,732 shares; 68,230 shares; 371,250 derivative performance share units — combined = 500,212.
• Shares owned after transaction: not disclosed in this filing.
• Notable footnotes:
  • F1: The 371,250 performance share units were determined after certification and will be settled in one installment on or about Feb 26, 2026, subject to continued employment.
  • F2: Restricted stock units to be delivered in one installment on or about Feb 12, 2029, subject to continued employment.
  • F3: Total includes previously reported restricted stock units.
  • F4: An option referenced will vest in three equal annual installments beginning Feb 12, 2027; option shares will be used to satisfy withholding taxes.
• Filing timing: The form was filed five days after the transactions (filed Feb 17 for Feb 12 transactions). Form 4s are typically due within two business days, so this filing appears later than the usual deadline.

Context

• These entries are compensation awards (grants and performance-based units), not open-market purchases or sales; such awards are part of executive pay and are conditional on vesting/continued employment and, for PSUs, performance certification. The derivative entry reflects performance share units that will be settled in shares if conditions are met rather than an immediate exercise/sale.