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    SEC Form 8-K filed by Dow Inc.

    6/11/25 6:05:20 AM ET
    $DOW
    Major Chemicals
    Industrials
    Get the next $DOW alert in real time by email
    8-K
    false00017517880000029915MIMI 0001751788 2025-06-10 2025-06-10 0001751788 dow:TheDowChemicalCompanyMember 2025-06-10 2025-06-10 0001751788 dow:ZeroPointFiveZeroZeroMarch152027Member dow:TheDowChemicalCompanyMember 2025-06-10 2025-06-10 0001751788 dow:OnePointOneTwoFiveNotesDueMarch152032Member dow:TheDowChemicalCompanyMember 2025-06-10 2025-06-10 0001751788 dow:OnePointEightSevenFiveNotesDueMarch152040Member dow:TheDowChemicalCompanyMember 2025-06-10 2025-06-10 0001751788 dow:FourPointSixTwoFiveNotesDueOctober12044Member dow:TheDowChemicalCompanyMember 2025-06-10 2025-06-10
    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):
    June 11, 2025 (June 10, 2025)
     
    LOGO
     
    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)
     
    ☐
     
    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 June 11, 2025, Dow Inc. (“Dow” or the “Company”) issued a press release announcing The Court of King’s Bench of Alberta, Canada has signed a judgment ordering NOVA Chemicals Corporation to pay certain Dow subsidiaries CAD $1.620 billion (equivalent to approximately USD $1.2 billion), for damages Dow incurred related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada. Payment is anticipated to occur in the fourth quarter of 2025. The judgment is subject to appeal.
    A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein
    by
    reference.
    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 June 11, 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: June 11, 2025
    /s/ AMY E. WILSON         
    Amy E. Wilson
    General Counsel and Corporate Secretary
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