Cleason Keith 4

4 · DOW INC. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Dow Inc. President Cleason Keith Receives Stock Awards

What Happened

Cleason Keith, President, Packaging & Specialty Plastics at Dow Inc. (DOW), received stock awards on February 12, 2026 totaling 69,143 units: 2,023 restricted stock units (RSUs), 10,420 RSUs, and 56,700 performance share units (PSUs). Each award is recorded at $0.00 per share (standard for grants), so no cash changed hands at grant.
These were awards/grants (transaction code A), not open-market purchases or sales. The PSU portion is performance-based (derivative) and settlement is subject to meeting performance criteria and continued employment.

Key Details

Transaction date: February 12, 2026; reported on Form 4 filed February 17, 2026. The filing lists grant price as $0.00 for all items.
Award breakdown: 2,023 RSUs; 10,420 RSUs; 56,700 PSUs (derivative).
Shares owned after transaction: not specified in the filing (the filing notes the total includes previously reported RSUs).
Notable footnotes from the filing:
- F1: PSUs were certified after performance determination and will be settled in one installment on or about Feb 26, 2026, subject to continued employment.
- F2: Certain RSUs to be delivered in one installment on or about Feb 12, 2029, subject to continued employment.
- F3: The reported total includes previously reported RSUs.
- F4: (Related note) an option referenced will vest in three equal annual installments beginning Feb 12, 2027; option shares to be used to satisfy withholding taxes.
Timeliness: Form lists filing date Feb 17, 2026 for Feb 12 transactions; the filing itself does not state a timeliness flag.

Context

These awards are grants (not purchases or sales). PSUs are performance-contingent and RSUs vest based on service—they do not represent immediate cash proceeds unless and until settled and/or sold.
Recording $0.00 per share is normal for awards; the economic value depends on future vesting, performance results, and share price at settlement.
For retail investors: awards indicate company compensation decisions but are not direct buy/sell signals.

Form 4

Period: 2026-02-12

President, Pkg & Spec Plastics

Transactions

Award
Common Stock
[F1]
2026-02-12+2,023→ 47,318 total
Award
Common Stock
[F2][F3]
2026-02-12+10,420→ 57,738 total
Award
Non-Qualified Stock Option (Right to Buy)
[F4]
2026-02-12+56,700→ 56,700 total
Exercise: $32.65Exp: 2036-02-12→ Common Stock (56,700 underlying)

Holdings

Footnotes (4)

[F1]Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.
[F2]Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.
[F3]Total includes previously reported restricted stock units.
[F4]This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.

Signature

/s/ Keith Cleason|2026-02-17

1 file