Karen S. Carter - 10 Feb 2022 Form 4 Insider Report for DOW INC. (DOW)

Role: Chief Human Resources Officer
Signature: /s/ Karen S. Carter
Issuer symbol: DOW
Transactions as of: 10 Feb 2022
Net transactions value: -$76,301
Form type: 4
Filing time: 14 Feb 2022, 18:07:25 UTC
Next filing: 01 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DOW	Common Stock	Award	$0	+4,980	+26%	$0.000000	23,890	10 Feb 2022	Direct	F1
transaction	DOW	Common Stock	Award	$0	+14,039	+59%	$0.000000	37,929	10 Feb 2022	Direct	F2
transaction	DOW	Common Stock	Disposed to Issuer	$76,301	-1,249	-3.3%	$61.09	36,680	11 Feb 2022	Direct	F3, F4
holding	DOW	Common Stock						612	10 Feb 2022	By 401(k) Plan
holding	DOW	Common Stock						313	10 Feb 2022	By 401(k) Plan ESOP

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DOW	Non-Qualified Stock Option (Right to Buy)	Award	$0	+36,470		$0.000000	36,470	10 Feb 2022	Common Stock	36,470	$60.95	Direct	F5
holding	DOW	Phantom Stock Units						2,986	10 Feb 2022	Common Stock	2,986		Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units to be delivered in one installment on or about February 10, 2025, subject to continued employment.
F2	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 25, 2022, subject to continued employment.
F3	Shares used to satisfy tax withholding of the Reporting Person upon settlement of previously reported awards as required by the award agreement and exempt under Rule 16b-3.
F4	Includes 355 shares acquired under the Issuer's Employee Stock Purchase Plan on December 3, 2021.
F5	This option will vest in three equal installments beginning on February 10, 2023. Option shares will be used to satisfy withholding taxes.
F6	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.
F7	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.