Dow (DOW) COO Karen Carter reports tax-related share withholding

Rhea-AI Filing Summary

Dow Inc. Chief Operating Officer Karen S. Carter reported a disposition of 2,969 shares of common stock back to the company at $29.90 per share. According to the footnotes, these shares were withheld by the issuer to satisfy tax withholding obligations upon settlement of previously reported equity awards under the award agreement and are exempt under Rule 16b-3, so this was not an open-market sale.

After this tax-related share withholding, Carter directly owned 150,331 shares of Dow common stock. She also held 12,503.860 phantom stock units, each equivalent to one share of common stock and payable in cash, and had indirect holdings of 1,239.587 shares through a 401(k) Plan and 321.252 shares through a 401(k) Plan ESOP as of the reported date.

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
Estimated average burden
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)
02/26/2026

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	02/26/2026		D		2,969(1)	D	$29.9	150,331(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	03/02/2026
	** 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.
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) COO Karen S. Carter report?

Karen S. Carter reported a disposition of 2,969 Dow common shares to the issuer at $29.90 per share. The shares were withheld by the company to cover tax obligations on equity award settlement, rather than sold on the open market.

Why were 2,969 Dow (DOW) shares disposed of by Karen S. Carter?

The 2,969 shares were withheld by Dow to satisfy Karen S. Carter’s tax withholding obligations on the settlement of previously reported awards. This tax-related issuer disposition is described as exempt under Rule 16b-3 and does not represent an open-market sale.

How many Dow (DOW) shares does Karen S. Carter directly own after this filing?

After the tax withholding disposition, Karen S. Carter directly owned 150,331 Dow common shares. This figure reflects her remaining direct equity stake following the return of 2,969 shares to the issuer to cover tax obligations tied to prior equity awards.

What phantom stock units does Karen S. Carter hold at Dow (DOW)?

Karen S. Carter holds 12,503.860 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 stated exercise or expiration date in the filing.

What indirect Dow (DOW) share holdings are reported for Karen S. Carter?

The filing reports 1,239.587 Dow common shares held indirectly for Karen S. Carter through a 401(k) Plan and 321.252 shares through a 401(k) Plan ESOP. These indirect holdings supplement her direct ownership and phantom stock units disclosed in the same Form 4.

Does the Dow (DOW) Form 4 show an open-market sale by Karen S. Carter?

The Form 4 describes the 2,969-share disposition as shares withheld by the issuer to satisfy tax withholding on equity award settlement. This is an issuer-related tax transaction, exempt under Rule 16b-3, rather than an open-market sale to third-party investors.