ten Bruggencate Marco 4

What Happened

• Marco ten Bruggencate, President, Indirect, Intermediates & Infrastructure at DOW Inc. (DOW), was awarded a total of 60,503 shares on February 12, 2026 via equity grants.
  • 49,880 performance share units (derivative) @ $0.00 (F1)
  • 9,170 restricted stock units @ $0.00 (F2)
  • 1,453 restricted/share units or similar award @ $0.00 (F3/F4)
• These were grants/awards (not open-market purchases or sales) and therefore do not represent a cash purchase or disposition by the insider.

Key Details

• Transaction date and price: all awards reported on 2026-02-12 at $0.00 per share (awards/grants).
• Settlement/vesting notes:
  • F1: The 49,880 performance share units were determined after performance certification and are expected to be settled in one installment on or about Feb 26, 2026, subject to continued employment.
  • F2: The 9,170 restricted stock units are scheduled for delivery in one installment on or about Feb 12, 2029, subject to continued employment.
  • F5 (present in footnotes): references an option vesting schedule (three equal annual installments beginning Feb 12, 2027) and use of option shares for tax withholding; this pertains to other option awards disclosed in the filing.
• Shares owned after the reported transactions: the filing’s footnotes note totals include previously reported RSUs, 715 ESPP shares (acquired Oct 3, 2025), and dividend reinvestment, but a consolidated post-transaction holding amount is not provided in the data shown here.
• Filing timeliness: the Form 4 was filed on Feb 17, 2026 for transactions dated Feb 12, 2026 — this is beyond the standard two-business-day filing window and thus appears late.

Context

• These entries are awards/derivative grants (RSUs/PSUs). PSUs are performance-based and will only settle if performance and continued-employment conditions are met; RSUs settle into shares at their scheduled delivery dates.
• Awards are routine for executive compensation and do not necessarily indicate immediate buying or selling intent. They differ from open-market purchases (which some investors view as a stronger bullish signal).