Form 4: DOW COO Karen Carter Reports Routine Stock Transaction

DOW Inc.'s Chief Operating Officer, Karen S. Carter, reported a routine disposition of 1,093 common shares for tax withholding purposes.

Summary

• Karen S. Carter, Chief Operating Officer of DOW INC., reported a transaction on November 28, 2025, involving the disposition of common stock.
• The transaction included the disposition of 1,093 shares of DOW common stock at a price of $23.85 per share.
• These shares were withheld by DOW INC. to satisfy withholding tax obligations, a standard practice related to equity awards and exempt under Rule 16b-3.
• Following this transaction, Ms. Carter directly beneficially owns 120,134 shares of common stock, which includes previously reported restricted stock units.
• Ms. Carter also indirectly beneficially owns 1,218.536 shares through a 401(k) Plan and 320.376 shares through a 401(k) Plan ESOP.
• Additionally, Ms. Carter directly beneficially owns 11,970.377 phantom stock units, each equivalent to one share of common stock and payable in cash.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of an insider transaction for tax withholding, which is a neutral event from an operational or strategic perspective. It reflects standard executive compensation practices.

Positives

• The transaction is a routine tax withholding, indicating the vesting of an equity award for the Chief Operating Officer, which is a standard component of executive compensation.
• The transaction is exempt under Rule 16b-3, confirming compliance with SEC regulations for insider transactions.

Negatives

• No specific negative aspects are identified from this routine compliance filing.

Risks

• No specific risks to the company are identified in this Form 4 filing.

Future Outlook

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

Management Comments

• 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.
• Total includes previously reported restricted stock units.
• 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.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, which is a standard disclosure practice across publicly traded companies and does not provide broader industry context.

Comparison to Industry Standards

• This filing is a standard disclosure of an insider transaction for tax withholding purposes, a common practice for executive equity compensation across industries. It does not provide specific operational or financial results for comparison to industry benchmarks or competitors.

Stakeholder Impact

• Shareholders: Minimal direct impact, as it's a routine compensation-related transaction. It confirms executive equity awards are vesting.
• Employees: No direct impact on general employees.
• Management: The transaction reflects a standard component of executive compensation for the Chief Operating Officer.

Next Steps

• The filing does not specify any future actions, events, or milestones for the company or the reporting person beyond the reported transaction.

Key Dates

Keywords

DOW, Karen Carter, Form 4, Insider Transaction, Common Stock, Executive Compensation, Tax Withholding, Beneficial Ownership, Phantom Stock Units