Form 4: Carter Karen S reports acquisition/exercise transactions in DOW

Rhea-AI Filing Summary

Carter Karen S reported acquisition or exercise transactions in a Form 4 filing for DOW. The filing lists transactions totaling 167,654 shares. Following the reported transactions, holdings were 132,990 shares.

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

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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)
02/12/2026

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	02/12/2026		A		10,224(1)	A	$0	128,860	D
Common Stock	02/12/2026		A		24,440(2)	A	$0	153,300(3)	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
Non-Qualified Stock Option (Right to Buy)	$32.65	02/12/2026		A		132,990		(4)	02/12/2036	Common Stock	132,990	$0	132,990	D
Phantom Stock Units	(5)							(6)	(6)	Common Stock	12,503.86		12,503.86	D

Explanation of Responses:

1. Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.

2. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.

3. Total includes previously reported restricted stock units.

4. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.

5. 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.

6. 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	02/17/2026
	** 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 equity awards did Dow (DOW) COO Karen S. Carter receive?

Karen S. Carter received performance share units, restricted stock units, and stock options. On February 12, 2026, she was granted 10,224 performance share units, 24,440 restricted stock units, and a non-qualified stock option for 132,990 Dow common shares.

What are the key terms of Karen S. Carter’s Dow stock option grant?

Carter received a non-qualified stock option for 132,990 Dow shares at $32.65. The option vests in three equal annual installments starting February 12, 2027, and option shares will be used to satisfy withholding tax obligations.

When will Karen S. Carter’s Dow performance and restricted share units settle?

The performance share units are expected to settle around February 26, 2026. The restricted stock units are scheduled to be delivered in one installment on or about February 12, 2029, with both awards subject to her continued employment.

How many Dow shares and units does Karen S. Carter hold after these transactions?

Carter reported 153,300 directly held common stock shares after the grants. She also holds 132,990 stock options, 12,503.86 phantom stock units payable in cash, and indirect common stock holdings of 1,239.587 and 321.252 shares via Dow 401(k) plans.

How do Dow phantom stock units work for Karen S. Carter?

Each phantom stock unit is equivalent to one Dow common share in value. These units accrue under a compensation deferral election and are payable in cash, either in a lump sum or installments, without an exercisable date or expiration date.

Are Karen S. Carter’s Dow equity awards dependent on continued employment?

Yes, certain awards depend on Carter’s continued employment. The performance share units and restricted stock units are scheduled to settle in 2026 and 2029 respectively, with both explicitly stated as subject to her remaining employed with Dow.