Dow 8-K 2024-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 9, 2024 (December 8, 2024)

Commission File Number		Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number		State of Incorporation or Organization		I.R.S. Employer Identification No.
001-38646		Dow Inc.		Delaware		30-1128146
		2211 H.H. Dow Way, Midland, MI 48674
		(989) 636-1000
001-03433		The Dow Chemical Company		Delaware		38-1285128
		2211 H.H. Dow Way, Midland, MI 48674
		(989) 636-1000

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant		Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Dow Inc.		Common Stock, par value $0.01 per share		DOW		New York Stock Exchange
The Dow Chemical Company		0.500% Notes due March 15, 2027		DOW/27		New York Stock Exchange
The Dow Chemical Company		1.125% Notes due March 15, 2032		DOW/32		New York Stock Exchange
The Dow Chemical Company		1.875% Notes due March 15, 2040		DOW/40		New York Stock Exchange
The Dow Chemical Company		4.625% Notes due October 1, 2044		DOW/44		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Dow Inc.		Emerging Growth Company		☐
The Dow Chemical Company		Emerging Growth Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Dow Inc.		☐				The Dow Chemical Company		☐

Section 8 - Other Events

Item 8.01 Other Events.

On December 9, 2024, Dow Inc. (“Dow”) issued a press release announcing that its wholly owned subsidiary, The Dow Chemical Company, a Delaware corporation (“TDCC”), has entered into a Sale and Purchase Agreement, dated as of December 8, 2024 (the “Sale and Purchase Agreement”), with InfraPark Holdings, LLC, a Delaware limited liability company and a subsidiary of a fund managed by Macquarie Asset Management (“Macquarie InfraPark”), pursuant to which TDCC will sell at least 40% of the membership interests in Dow InfraCo, LLC, a Delaware limited liability company and wholly owned subsidiary of TDCC (“InfraCo”), to Macquarie InfraPark (the “Transaction”) in exchange for initial cash proceeds of approximately $2.4 billion. In addition, pursuant to the Sale and Purchase Agreement, Macquarie InfraPark has the option to purchase up to an additional 9% of InfraCo’s membership interests (for a total of up to 49% of InfraCo’s membership interests in the aggregate) within six months after the consummation of the Transaction. Should Macquarie InfraPark exercise this option in full, TDCC would receive incremental cash proceeds of up to approximately $0.6 billion. A copy of the press release announcing the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Sale and Purchase Agreement contains customary representations and warranties made by the parties thereto, and contains customary covenants, including, among others, covenants to conduct the business of InfraCo in the ordinary course before consummation of the Transaction. Consummation of the Transaction is subject to customary closing conditions, including, among others, the receipt of certain required regulatory approvals.

Upon the closing of the Transaction, among other agreements, TDCC and Macquarie InfraPark will enter into an Amended and Restated Limited Liability Company Agreement of InfraCo that provides TDCC with certain customary governance rights as the majority owner of InfraCo. TDCC and InfraCo will also enter into, upon the closing of the Transaction, among other agreements, an Amended and Restated Master Site Services Agreement, pursuant to which InfraCo will provide certain long-term infrastructure services to TDCC using certain assets of InfraCo.

InfraCo is the parent entity of TDCC’s infrastructure-focused company, which operates certain

non-product

producing energy, environmental, pipeline and infrastructure assets located at five of its or its subsidiaries’ manufacturing sites in the U.S. Gulf Coast, including Freeport, Texas; Texas City, Texas; Seadrift, Texas; Plaquemine, Louisiana and St. Charles, Louisiana.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.

Exhibit No.		Exhibit Description
99.1		Press release issued by Dow Inc. on December 9, 2024.
104		Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOW INC.
THE DOW CHEMICAL COMPANY
Date: December 9, 2024
/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary