Form 4: DOW COO Karen Carter Reports Routine Tax-Related Stock Disposition

DOW's Chief Operating Officer, Karen S. Carter, reported a disposition of 1,498 shares of common stock to cover tax withholdings related to previously settled awards.

Summary

• Karen S. Carter, Chief Operating Officer and Director of DOW INC., reported a transaction on February 9, 2026.
• The transaction involved the disposition of 1,498 shares of DOW common stock at a price of $32.08 per share.
• These shares were withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person upon the settlement of previously reported awards, as required by the award agreement and exempt under Rule 16b-3.
• Following this transaction, Karen S. Carter directly beneficially owns 118,636 shares of common stock, which includes previously reported restricted stock units.
• Additionally, she indirectly beneficially owns 1,239.587 shares through a 401(k) Plan and 321.252 shares through a 401(k) Plan ESOP.
• The filing also notes beneficial ownership of 12,503.86 phantom stock units, which accrue under a compensation deferral election and are payable in cash.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The disposition of shares for tax withholding is a routine administrative action associated with equity compensation and does not indicate a change in management's confidence or the company's performance.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding DOW INC.'s future outlook.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as dispositions for tax withholding upon award settlement, are common across all industries for executives receiving equity compensation. This specific transaction for DOW's COO is a standard administrative event and does not reflect a discretionary sale or a change in the company's operational or strategic direction.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine administrative transaction for tax purposes and not a discretionary sale by an insider.

Key Dates

Recommendation

A 'hold' recommendation is appropriate as this Form 4 filing details a routine insider transaction for tax withholding purposes, which does not provide new information to alter the fundamental investment thesis for DOW INC. It is not indicative of management's sentiment towards the company's future performance or a significant change in their stake beyond administrative adjustments.

Keywords

DOW, Karen S. Carter, Form 4, insider transaction, stock disposition, tax withholding, common stock, phantom stock units, corporate officer