8-K/ALeadership Changes

DOW INC. 8-K/A Report, Executive Changes (Jul 6, 2026)

Filed July 6, 2026For Securities:DOW

Summary

Dow Inc. (DOW) has filed an amendment to its prior 8-K filing to disclose updated material changes to Karen S. Carter's compensation in her new role as Chief Executive Officer, effective July 1, 2026. The Board of Directors approved significant adjustments to her base salary, annual cash incentive target, and long-term incentive compensation. These changes reflect the increased responsibilities associated with the CEO position and align with the company's executive compensation structure. Investors should note the substantial increase in Ms. Carter's total compensation package, particularly in her long-term incentive awards and target annual cash incentive. The company has also detailed the proration of her 2026 annual cash incentive based on her Chief Operating Officer and CEO roles. A one-time long-term incentive award has been granted, structured with performance-based units, stock options, and restricted stock units, designed to incentivize long-term value creation and retention.

Key Highlights

  • 1Karen S. Carter's annual base salary increased from $997,425 to $1,500,000 upon her appointment as CEO.
  • 2Her target annual cash incentive award increased from 120% to 165% of her annual base salary.
  • 3The aggregate target value for her annual long-term incentive compensation awards rose significantly from $5,319,600 to $14,025,000.
  • 4Ms. Carter's 2026 annual cash incentive will be prorated based on her COO salary/target for H1 2026 and CEO salary/target for H2 2026.
  • 5A one-time long-term incentive award valued at $4,350,000 was granted on July 1, 2026, comprising performance stock units, stock options, and restricted stock units.
  • 6The new compensation package is intended to align with other executive compensation practices and incentivize long-term performance.

Frequently Asked Questions

Ms. Carter's annual base salary increased to $1,500,000, her target annual cash incentive increased to 165% of base salary, and her aggregate target long-term incentive award increased to $14,025,000. Additionally, she received a one-time long-term incentive award of $4,350,000.

The incentive will be calculated based on her Chief Operating Officer role (120% target of base salary) for the period January 1, 2026, to June 30, 2026, and her Chief Executive Officer role (165% target of base salary) for the period July 1, 2026, to December 31, 2026. Payouts are subject to Company and individual performance.

The $4,350,000 award consists of 65% performance stock units (earned over three years), 20% stock options (vesting over three years), and 15% restricted stock units (vesting in 2029). This aligns with the company's typical executive award mix.

No, other than the disclosed increases and the one-time award, Ms. Carter will continue to participate in the compensation and benefit arrangements generally available to other Dow executives and eligible salaried U.S. employees.