DOW INC. 8-K/A

What Happened
Dow Inc. announced (via an 8-K/A) that the Board appointed Karen S. Carter as Chief Executive Officer, effective July 1, 2026, and on June 30, 2026 approved material changes to her compensation. The Board raised her annual base salary from $997,425 to $1,500,000, increased her target annual cash incentive from 120% to 165% of base salary, and increased her aggregate target long‑term incentive (LTI) value from $5,319,600 to $14,025,000. The Board also granted a one‑time LTI award dated July 1, 2026 with a grant‑date value of $4,350,000 consisting of performance stock units (PSUs), stock options and restricted stock units (RSUs).

Key Details

• Appointment effective date: July 1, 2026; filing amends an earlier Form 8‑K reporting the appointment.
• Base salary: increased to $1,500,000 (from $997,425).
• Incentive targets: annual cash incentive target increased from 120% to 165% of base salary; aggregate target LTI increased to $14,025,000.
• One‑time LTI grant (grant date July 1, 2026; total $4,350,000): 65% PSUs tied to a three‑year performance period, 20% stock options (vest in three equal annual installments beginning Feb 12, 2027; expire Feb 12, 2036), 15% RSUs vesting Feb 12, 2029.
• 2026 annual cash incentive will be calculated pro rata: Jan 1–Jun 30 based on 120% target and her COO salary; Jul 1–Dec 31 based on 165% target and her CEO salary, each subject to company and individual performance and plan terms in Dow’s 2026 Proxy Statement.

Why It Matters
This filing provides investors with the finalized pay package for Dow’s new CEO, showing a substantial increase in both fixed and variable compensation that may raise executive compensation expense. The larger equity and performance awards are intended to align the CEO’s incentives with company performance and retention over multiple years, but they also increase potential share‑based compensation and dilution risk while vesting over time. All awards remain subject to Dow’s standard performance and plan terms as disclosed in the company’s Proxy Statement.