Dow (DOW) CEO Karen Carter granted stock, options and phantom units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
DOW INC. Chief Executive Officer Karen S. Carter reported new equity compensation grants and updated her holdings. She received 24,150 shares of common stock as a grant at $0.00 per share, bringing her directly held common stock to 174,481 shares. These restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, subject to continued employment.
Carter also received a non-qualified stock option for 126,640 shares of common stock at an exercise price of $27.02 per share, expiring on February 12, 2036. This option will vest in three equal annual installments beginning on February 12, 2027, and option shares will be used to satisfy withholding taxes. She additionally holds 14,183.55 phantom stock units, each equivalent to one share of common stock and payable in cash, plus indirect holdings through 401(k) plans. All reported activity reflects compensation-related awards rather than open-market purchases or sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Carter Karen S
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Non-Qualified Stock Option (Right to Buy) | 126,640 | $0.00 | -- |
| Grant/Award | Common Stock | 24,150 | $0.00 | -- |
| holding | Phantom Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Non-Qualified Stock Option (Right to Buy) — 126,640 shares (Direct, null);
Common Stock — 174,481 shares (Direct, null);
Phantom Stock Units — 14,183.55 shares (Direct, null);
Common Stock — 1,374.649 shares (Indirect, By 401(k) Plan)
Footnotes (1)
- Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment. Total includes previously reported restricted stock units. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes. 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. 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.
Key Figures
Restricted stock grant: 24,150 shares of common stock
Direct common shares after grant: 174,481 shares
Stock option grant size: 126,640 options
+5 more
8 metrics
Restricted stock grant
24,150 shares of common stock
Grant on February 12, 2029 delivery subject to employment
Direct common shares after grant
174,481 shares
Total direct DOW common stock following transactions
Stock option grant size
126,640 options
Non-qualified stock options granted on 2026-07-01
Option exercise price
$27.02 per share
Exercise price for 126,640 non-qualified stock options
Option expiration
February 12, 2036
Expiration date of the non-qualified stock options
Phantom stock units
14,183.55 units
Each unit equals one share of common stock, cash-settled
401(k) ESOP indirect holding
321.815 shares
Common stock held indirectly by 401(k) Plan ESOP
401(k) Plan indirect holding
1,374.649 shares
Common stock held indirectly by 401(k) Plan
Key Terms
Restricted stock units, Non-Qualified Stock Option, Phantom stock units, 401(k) Plan ESOP, +1 more
5 terms
Restricted stock units financial
"Restricted stock units to be delivered in one installment on or about February 12, 2029"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Non-Qualified Stock Option financial
"Non-Qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Phantom stock units financial
"Phantom stock units accrue under a compensation deferral election"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
401(k) Plan ESOP financial
"By 401(k) Plan ESOP"
Compensation deferral election financial
"Phantom stock units accrue under a compensation deferral election"
FAQ
What equity awards did DOW (DOW) CEO Karen S. Carter receive?
Karen S. Carter received a grant of 24,150 shares of common stock and a non-qualified stock option for 126,640 shares. The stock grant is at $0.00 per share, and the option has a $27.02 exercise price with long-dated expiration.
When do Karen S. Carter’s DOW (DOW) restricted stock units vest?
The 24,150 restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, subject to continued employment. This creates a long-term incentive horizon, aligning compensation with future company performance over several years.
What are the terms of Karen S. Carter’s new stock options at DOW (DOW)?
Carter received 126,640 non-qualified stock options with a $27.02 exercise price, expiring on February 12, 2036. The options vest in three equal annual installments starting February 12, 2027, and option shares will be used to satisfy withholding taxes on exercise.
What are Karen S. Carter’s phantom stock units in DOW (DOW)?
Carter holds 14,183.55 phantom stock units, each equivalent to one DOW common share. These units accrue under a compensation deferral election and are payable in cash in a lump sum or installments, without a traditional exercise or expiration date, providing deferred cash-based exposure.
Are Karen S. Carter’s reported DOW (DOW) transactions open-market trades?
The filing shows compensation-related grants and holdings, not open-market trades. Transactions coded as “A” are grants or awards, with no shares bought or sold in the market. Indirect positions reflect 401(k) plan holdings and do not indicate discretionary trading activity.