DOW INC. 8-K

What Happened

• Dow Inc. announced on April 14, 2026 (Board action taken April 9) that Karen S. Carter has been appointed Chief Executive Officer, effective July 1, 2026. She will succeed Jim Fitterling, who will transition from CEO to Executive Chair of the Board on July 1, 2026 and remain a director until the 2027 Annual Meeting or until a successor is qualified.
• The Board expanded from 12 to 13 members and appointed Ms. Carter as a director effective July 1, 2026; she is not independent and will not serve on Board committees or receive additional director pay. Ms. Carter, age 55, has more than 30 years at Dow and has been Chief Operating Officer since December 2024.
• At the 2026 Annual Meeting, stockholders approved an amendment to the Dow 2019 Stock Incentive Plan increasing the authorized share pool from 125 million to 185 million shares (effective upon approval). The filing also discloses Board leadership and committee assignments, including Richard K. Davis serving as Independent Lead Director.

Key Details

• CEO change effective date: July 1, 2026; Board appointment occurred April 9, 2026 and announced April 14, 2026.
• Stock incentive plan increase: available shares raised from 125,000,000 to 185,000,000.
• Jim Fitterling will serve as Executive Chair and remain a director through the 2027 Annual Meeting (or until a successor is qualified).
• Richard K. Davis elected Independent Lead Director; Board committee membership updates were made effective April 9, 2026.

Why It Matters

• This is a planned leadership handoff to an internal successor with long tenure and recent COO experience, which suggests continuity in strategy and operations rather than a sudden change.
• The Executive Chair role for the outgoing CEO preserves board leadership and external relationships during the transition.
• The increase in the stock incentive plan’s share pool may affect future equity awards and potential dilution; all executives are eligible under the amended plan.
• Updated Board leadership and committee assignments clarify governance roles going into 2027, which investors watch for oversight of strategy, compensation and risk.