Carter Karen S 4

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.