Howard I. Ungerleider - Feb 9, 2023 Form 4 Insider Report for DOW INC. (DOW)

Role
President and CFO
Signature
/s/ Howard I. Ungerleider
Stock symbol
DOW
Transactions as of
Feb 9, 2023
Transactions value $
-$538,072
Form type
4
Date filed
2/13/2023, 08:11 PM
Previous filing
Nov 4, 2022
Next filing
Feb 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DOW Common Stock Award $0 +12.3K +6.8% $0.00 193K Feb 9, 2023 Direct F1
transaction DOW Common Stock Options Exercise $4.49M +95K +49.11% $47.31 288K Feb 9, 2023 Direct
transaction DOW Common Stock Disposed to Issuer -$5.03M -84K -29.11% $59.94 204K Feb 9, 2023 Direct F2, F3
transaction DOW Common Stock Gift $0 -11K -5.4% $0.00 193K Feb 9, 2023 Direct F4
transaction DOW Common Stock Gift $0 +11K +8.36% $0.00 143K Feb 9, 2023 By Trust
holding DOW Common Stock 390 Feb 9, 2023 By 401(k) Plan
holding DOW Common Stock 927 Feb 9, 2023 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 +79.9K $0.00 79.9K Feb 9, 2023 Common Stock 79.9K $59.08 Direct F5
transaction DOW Non-Qualified Stock Option (Right to Buy) Options Exercise $0 -95K -100% $0.00* 0 Feb 9, 2023 Common Stock 95K $47.31 Direct F6
* 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 Shares used to satisfy the exercise price and tax withholding of the Reporting Person upon exercise of options as required by the award agreement and exempt under Rule 16b-3. The net shares were not sold.
F3 The price is a weighted average sale price. The shares were sold in multiple transactions at prices ranging from $59.91 to $60.04. Reporting Person agrees to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F4 Total includes previously reported restricted stock units.
F5 This option will vest in three equal installments beginning on February 9, 2024. Option shares will be used to satisfy withholding taxes.
F6 This option granted in February 2014, and expiring on February 14, 2024, is fully vested and exercisable.