Carter Karen S 4

What Happened Karen S. Carter, Chief Operating Officer of DOW Inc., had 1,498 shares disposed to the issuer on Feb 9, 2026 at $32.08 per share, a total of approximately $48,056. This was a disposition to the issuer to satisfy tax withholding upon settlement of previously reported awards — not an open-market sale.

Key Details

• Transaction date and price: 2026-02-09 — 1,498 shares at $32.08 each (total ≈ $48,056).
• Transaction type: Disposition to issuer (withholding to satisfy tax obligations) — reported on Form 4 filed 2026-02-11 (appears timely).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Relevant footnotes from the filing:
  • F1: Shares were withheld by the issuer to satisfy the reporting person’s tax withholding upon settlement of previously reported awards (exempt under Rule 16b-3).
  • F2–F4: The total includes previously reported restricted stock units and phantom stock units; phantom units generally convert 1:1 to shares, accrue under a deferral election, and are payable in cash (no exercise date).

Context A disposition-to-issuer for tax withholding is a routine administrative action following award settlement and does not represent an open-market sale or express insider sentiment. The filing indicates this was part of award settlement mechanics (including RSUs/phantom units) rather than a discretionary sale.