Form 4: DOW COO Karen Carter Reports Routine Stock Transaction

DOW's Chief Operating Officer, Karen S. Carter, reported a routine disposition of common stock for tax withholding purposes.

Summary

• Karen S. Carter, Chief Operating Officer of DOW INC. (DOW), reported a transaction on November 3, 2025.
• 16,259 shares of DOW common stock were disposed of at a price of $23.23 per share.
• This disposition was due to shares being withheld by the Issuer to satisfy tax withholding obligations upon the settlement of previously reported awards, as required by the award agreement and exempt under Rule 16b-3.
• Following this transaction, Ms. Carter directly beneficially owns 121,227 shares of common stock.
• Her indirect beneficial ownership includes 1,218.536 shares via a 401(k) Plan and 320.376 shares via a 401(k) Plan ESOP.
• The total direct beneficial ownership includes 715 shares acquired under the Issuer's Employee Stock Purchase Plan on October 3, 2025.
• Ms. Carter also holds 11,970.377 phantom stock units, which are equivalent to one share of common stock each and are payable in cash.
• These phantom stock units accrue under a compensation deferral election and do not have an exercisable or expiration date.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction for tax withholding purposes, which is neutral in sentiment. It reflects the vesting of compensation rather than a discretionary sale or purchase.

Positives

• The transaction is a routine tax withholding, indicating the settlement of previously granted equity awards, which can be a positive sign of executive compensation vesting.
• The reporting person's total beneficial ownership, including direct shares, 401(k) holdings, and phantom stock units, remains substantial, aligning executive interests with shareholders.

Negatives

• The disposition of 16,259 shares, while for tax purposes, reduces the direct share count held by the Chief Operating Officer.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is a routine insider transaction report, common across all publicly traded companies, reflecting executive compensation and tax obligations rather than specific industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: The transaction is a routine tax withholding and does not indicate a change in management's confidence or a significant shift in ownership structure. It's a standard part of executive compensation.

Key Dates

Keywords

DOW, Karen S. Carter, Chief Operating Officer, Form 4, Insider Transaction, Common Stock, Tax Withholding, Beneficial Ownership, Phantom Stock Units