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

Role
Chief Human Resources Officer
Signature
/s/ Karen S. Carter
Stock symbol
DOW
Transactions as of
Feb 10, 2022
Transactions value $
-$76,301
Form type
4
Date filed
2/14/2022, 06:07 PM
Next filing
Mar 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DOW Common Stock Award $0 +4.98K +26.34% $0.00 23.9K Feb 10, 2022 Direct F1
transaction DOW Common Stock Award $0 +14K +58.77% $0.00 37.9K Feb 10, 2022 Direct F2
transaction DOW Common Stock Disposed to Issuer -$76.3K -1.25K -3.29% $61.09 36.7K Feb 11, 2022 Direct F3, F4
holding DOW Common Stock 612 Feb 10, 2022 By 401(k) Plan
holding DOW Common Stock 313 Feb 10, 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 +36.5K $0.00 36.5K Feb 10, 2022 Common Stock 36.5K $60.95 Direct F5
holding DOW Phantom Stock Units 2.99K Feb 10, 2022 Common Stock 2.99K 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.