Dow Inc. (NYSE: DOW) COO Karen S. Carter updates insider holdings

Rhea-AI Filing Summary

Dow Inc. reported an insider equity transaction by Chief Operating Officer Karen S. Carter. On 11/28/2025, 1,093 shares of common stock were disposed of at $23.85 per share, representing shares withheld by the company to cover tax obligations related to an equity award, as described in the award agreement.

Following this withholding, Carter directly beneficially owned 120,134 shares of Dow common stock, plus 1,218.536 shares held through a 401(k) Plan and 320.376 shares held through a 401(k) Plan ESOP. She also held 11,970.377 phantom stock units, each equivalent to one share of Dow common stock and payable in cash under a compensation deferral election.

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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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)
11/28/2025

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	11/28/2025		D		1,093(1)	D	$23.85	120,134(2)	D
Common Stock								1,218.536	I	By 401(k) Plan
Common Stock								320.376	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	11,970.377		11,970.377	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy the payment of withholding tax obligations; share withholding was implemented pursuant to the award agreement and is 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	12/02/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Dow (DOW) report for its COO?

Dow reported that Chief Operating Officer Karen S. Carter had 1,093 shares of common stock disposed of on 11/28/2025 at $23.85 per share.

Why were 1,093 Dow (DOW) shares disposed of by the COO?

The 1,093 shares represent stock withheld by Dow to satisfy withholding tax obligations under an equity award agreement, which is noted as exempt under Rule 16b-3.

How many Dow (DOW) shares does the COO own after the reported transaction?

After the transaction, Karen S. Carter beneficially owned 120,134 Dow common shares directly, plus 1,218.536 shares in a 401(k) Plan and 320.376 shares in a 401(k) Plan ESOP.

What phantom stock units does the Dow (DOW) COO hold?

She holds 11,970.377 phantom stock units, each equivalent to one share of Dow common stock, accruing under a compensation deferral election and payable in cash.

Does the reported Dow (DOW) insider transaction involve a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1(c) trading plan, but the provided excerpt does not indicate that this box was checked for the reported transaction.

What is the COO’s role and relationship to Dow (DOW)?

The reporting person, Karen S. Carter, is identified as an Officer of Dow Inc., serving as Chief Operating Officer.