Karen S. Carter - 09 Feb 2023 Form 4 Insider Report for DOW INC. (DOW)

Role: President, Pkg & Spec Plastics
Signature: /s/ Karen S. Carter
Issuer symbol: DOW
Transactions as of: 09 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 13 Feb 2023, 20:12:14 UTC
Previous filing: 04 Nov 2022
Next filing: 15 Feb 2023
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	+5,900	+5.5%	$0.000000	113,312	09 Feb 2023	Direct	F1, F2
holding	DOW	Common Stock						314	09 Feb 2023	By 401(k) Plan ESOP
holding	DOW	Common Stock						738	09 Feb 2023	By 401(k) Plan

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	+38,310		$0.000000	38,310	09 Feb 2023	Common Stock	38,310	$59.08	Direct	F3
holding	DOW	Phantom Stock Units						5,124	09 Feb 2023	Common Stock	5,124		Direct	F4, F5

* 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 9, 2026, subject to continued employment.
F2	Total includes previously reported restricted stock units.
F3	This option will vest in three equal installments beginning on February 9, 2024. Option shares will be used to satisfy withholding taxes.
F4	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.
F5	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.