Carter Karen S 4

What Happened

• Karen S. Carter, Chief Executive Officer of Dow Inc. (DOW), received equity awards on July 1, 2026. The filing shows 24,150 restricted stock units (RSUs) and 126,640 derivative/phantom stock units granted, each reported with a $0.00 purchase price (awarded, not bought).
• These awards are grants (not open-market purchases or sales) and thus are not immediate cash transactions. Total awarded units = 150,790.

Key Details

• Transaction date: July 1, 2026; Filing date (Form 4): July 6, 2026 (reports the July 1 grants).
• Price: $0.00 per share (awards/grants, not purchases).
• Shares owned following the transaction: not specified in the provided filing.
• Footnotes in the filing:
  • F1: RSUs to be delivered in one installment on or about Feb 12, 2029, subject to continued employment.
  • F2: Total includes previously reported restricted stock units.
  • F3: Notes an option vesting schedule (vests in three equal annual installments beginning Feb 12, 2027); option shares will be used to satisfy tax withholding (included in filing footnotes).
  • F4: Phantom stock units generally have no conversion price; each unit equals one share of common stock.
  • F5: Phantom units were accrued under a compensation deferral election and are payable in cash (lump sum or installments) at the reporting person's election; they do not have an exercise or expiration date.
• Filing timeliness: Form 4 was filed July 6 for a July 1 transaction (the filing date is listed in the record).

Context

• These are awards (RSUs and phantom/derivative units), not purchases or sales. RSUs typically vest over time and result in shares or value delivered later; phantom units often settle in cash and reflect deferred compensation rather than immediate stock ownership.
• Awards like these are routine components of executive compensation and do not, by themselves, indicate an insider buying or selling stock for investment purposes.