Carter Karen S 4

4 · DOW INC. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

DOW COO Karen S. Carter Receives 167,654 Share Awards

What Happened

Karen S. Carter, Chief Operating Officer of DOW Inc. (DOW), received awards on 2026-02-12 totaling 167,654 shares/units: 10,224 shares (award), 24,440 shares (award), and 132,990 derivative units (performance-share units). All awards were granted at $0.00 (typical for RSUs/PSUs) and are not purchases or sales.

Key Details

Transaction date: 2026-02-12; Filing date: 2026-02-17 (filed within the SEC’s two-business-day window).
Grants: 10,224; 24,440; and 132,990 (derivative/performance) — total 167,654 shares/units; all reported at $0.00.
Performance-share units (132,990): per the filing, these PSUs were certified after performance metrics were determined and will be settled in one installment on or about Feb 26, 2026, subject to continued employment (Footnote F1).
Restricted stock units: some awards are RSUs to be delivered in one installment on or about Feb 12, 2029, subject to continued employment (Footnote F2). The filing notes totals include previously reported RSUs (Footnote F3).
Amount owned after the transaction is not specified in the provided filing excerpt.
Transaction type code: A = Award/Grant (these are compensation awards, not market purchases or sales).

Context

These are compensatory awards (RSUs and PSUs), not open-market buys or sales — they reflect company pay decisions and vesting/performance conditions rather than immediate insider trading intent.
PSUs are derivative awards that convert to shares if performance and employment conditions are met; RSUs vest over time per the indicated settlement dates.

Form 4

Period: 2026-02-12

Chief Operating Officer

Transactions

Award
Common Stock
[F1]
2026-02-12+10,224→ 128,860 total
Award
Common Stock
[F2][F3]
2026-02-12+24,440→ 153,300 total
Award
Non-Qualified Stock Option (Right to Buy)
[F4]
2026-02-12+132,990→ 132,990 total
Exercise: $32.65Exp: 2036-02-12→ Common Stock (132,990 underlying)

Holdings

Footnotes (6)

[F1]Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.
[F2]Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.
[F3]Total includes previously reported restricted stock units.
[F4]This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.
[F5]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.
[F6]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.

Signature

/s/ Karen S. Carter|2026-02-17

1 file