Dow COO reports tax withholding share disposition

Dow Inc. Chief Operating Officer Karen S. Carter reported a tax-related share disposition and updated her equity holdings.

Rhea-AI Filing Summary

Dow Inc. Chief Operating Officer Karen S. Carter reported a tax-related share disposition and updated her equity holdings. On 02/09/2026, 1,498 shares of Dow common stock were disposed of back to the company at $32.08 per share, with the footnotes explaining these shares were withheld by Dow to satisfy tax withholding obligations on previously reported awards.

After this transaction, Carter directly beneficially owned 118,636 shares of Dow common stock and held additional indirect interests through retirement plans, including common stock in a 401(k) plan and a 401(k) plan ESOP. She also reported 12,503.86 phantom stock units, which track the value of Dow common stock but are payable in cash under a compensation deferral arrangement.

Insider Trade Summary

Disposition: 1,498 shares

Disposition 4 txns

Insider Carter Karen S

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,498	$32.08	$48K
holding	Phantom Stock Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 118,636 shares (Direct); Phantom Stock Units — 12,503.86 contracts (Direct); Common Stock — 1,239.587 shares (Indirect, By 401(k) Plan); Common Stock — 321.252 shares (Indirect, By 401(k) Plan ESOP)

Footnotes (4)

1. F1. 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. F2. Total includes previously reported restricted stock units.
3. F3. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer.
4. F4. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisable date or expiration date.

FAQ

What insider transaction did Dow (DOW) report for Karen S. Carter on this Form 4?

Dow reported that Chief Operating Officer Karen S. Carter had 1,498 shares of common stock disposed of back to the company at $32.08 per share. Footnotes state the shares were withheld by Dow to cover tax obligations from previously reported equity awards.

Was the Dow (DOW) insider transaction an open-market sale by Karen S. Carter?

The filing describes the transaction as a disposition to the issuer, not an open-market sale. Footnotes clarify Dow withheld 1,498 shares to satisfy Carter’s tax withholding obligations upon settlement of prior awards, as required under the award agreement.

How many Dow (DOW) shares does Karen S. Carter own after the reported Form 4 transaction?

Following the reported tax-withholding disposition, Karen S. Carter beneficially owns 118,636 Dow common shares directly. She also has indirect beneficial ownership of additional shares through a 401(k) plan and a 401(k) ESOP, as listed in the filing’s holdings table.

What are the phantom stock units reported by Karen S. Carter in Dow (DOW)’s Form 4?

Carter reported 12,503.86 phantom stock units, each equivalent to one Dow common share in value. These units accrue under a compensation deferral election and are payable in cash, in a lump sum or installments, rather than as actual shares with an exercise or expiration date.

How are Karen S. Carter’s indirect Dow (DOW) holdings structured in this Form 4?

The filing shows indirect ownership of Dow common stock through retirement-related vehicles. Carter holds shares via a 401(k) plan and additional shares through a 401(k) plan ESOP, reflecting equity accumulated inside these employer-sponsored benefit plans rather than directly in a personal brokerage account.

What does the tax withholding explanation mean in Dow (DOW)’s Form 4 footnotes?

The footnotes explain that Dow withheld 1,498 shares from Karen S. Carter to meet required tax withholding when earlier equity awards settled. Instead of Carter paying cash for taxes, the company retained shares at settlement to satisfy those obligations under Rule 16b-3.

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Accepted by SEC EDGAR 02/11/2026 - 07:00 PM Learn about SEC filing dates

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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hours per response:			0.5

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^*

Carter Karen S

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		D		1,498(1)	D	$32.08	118,636(2)	D
Common Stock								1,239.587	I	By 401(k) Plan
Common Stock								321.252	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
Phantom Stock Units	(3)							(4)	(4)	Common Stock	12,503.86		12,503.86	D

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.

3. There is generally no conversion price for these phantom stock units. Each phantom stock unit is the equivalent of one share of common stock of the Issuer.

4. Phantom stock units accrue under a compensation deferral election. Phantom stock units are payable in cash in lump sum or installments at the election of the Reporting Person, and do not carry an exercisable date or expiration date.

Remarks:

	/s/ Karen S. Carter	02/11/2026
	** 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.
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