filings.toolsDow 8-K 2025-08-31
Filed 2025-09-02. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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):
September 2, 2025 (August 31, 2025)
| 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. 2211 H.H. Dow Way, Midland, MI 48674 (989) 636 -1000 | Delaware | 30-1128146 | |||
| 001-03433 | The Dow Chemical Company 2211 H.H. Dow Way, Midland, MI 48674 (989) 636 -1000 | Delaware | 38-1285128 |
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 7 - Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
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On September 2, 2025, Dow Inc. (“Dow”) issued a press release announcing the completion of the sale of an additional 9% equity stake in Diamond Infrastructure Solutions, a dedicated infrastructure company with select U.S. Gulf Coast infrastructure assets, to a fund managed by Macquarie Asset Management, pursuant to the previously-announced option to purchase such equity stake held by such fund. A copy of the press release is attached hereto as Exhibit 99.1, which is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing made by Dow under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference. |
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| Exhibit No. | Exhibit Description | |
| 99.1 | Press release issued by Dow Inc. on September 2, 2025. | |
| 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: September 2, 2025
/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary