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Dow Inc. (NYSE: DOW) registers 5.41M shares for 2019 stock incentive awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dow Inc. is registering 5,410,000 shares of its common stock under an existing Form S-3 shelf registration statement through a prospectus supplement dated July 10, 2026. These shares may be issued upon the exercise, settlement or vesting of certain awards granted under the Dow Inc. 2019 Stock Incentive Plan that are not eligible for registration on Form S-8. A legal opinion from the Corporate Secretary and Assistant General Counsel is filed as Exhibit 5.1 and incorporated into the registration statement.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares registered 5,410,000 shares Common stock registered under Form S-3 for incentive awards via July 10, 2026 prospectus supplement
Par value $0.01 per share Par value of Dow Inc. common stock covered by the registration
Registration statement file number 333-288028 Form S-3 registration statement under which the 5,410,000 shares are registered
Exhibit 5.1 Legal opinion Opinion of Corporate Secretary and Assistant General Counsel filed and incorporated into the registration statement
Form S-3 regulatory
"under the Company’s registration statement on Form S-3 (File No. 333-288028)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Prospectus Supplement regulatory
"as supplemented by a prospectus supplement, dated as of July 10, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Stock Incentive Plan financial
"awards issued by the Company under the Dow Inc. 2019 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
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FAQ

What did Dow (DOW) disclose about new share registration on July 10, 2026?
Dow Inc. disclosed it is registering 5,410,000 shares of common stock under an existing Form S-3, via a prospectus supplement dated July 10, 2026, for issuance under its 2019 Stock Incentive Plan.

How many Dow (DOW) shares are tied to the 2019 Stock Incentive Plan in this filing?
The filing covers 5,410,000 shares of Dow Inc. common stock. These shares may become outstanding upon exercise, settlement or vesting of certain awards under the Dow Inc. 2019 Stock Incentive Plan.

Which registration statement is Dow (DOW) using for the 5,410,000 shares?
Dow Inc. is using its Form S-3 registration statement File No. 333-288028. The shares are issued under the base prospectus, as supplemented by a July 10, 2026 prospectus supplement.

Why are some Dow (DOW) incentive awards registered on Form S-3 instead of Form S-8?
The company states that the 5,410,000 shares relate to awards under the Dow Inc. 2019 Stock Incentive Plan to the extent not eligible for registration on Form S-8, so they are covered under the Form S-3.
false 0001751788 0001751788 2026-07-10 2026-07-10

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): July 10, 2026

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

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

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).

 

  

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.                         ☐

Section 8 - Other Events

Item 8.01 Other Events.

Dow Inc. (the “Company”) is registering 5,410,000 shares (the “Shares”) of its common stock, par value $0.01 per share, under the Company’s registration statement on Form S-3 (File No. 333-288028) (the “Registration Statement”), to be issued pursuant to the base prospectus contained therein, as supplemented by a prospectus supplement, dated as of July 10, 2026, filed with the U.S. Securities and Exchange Commission on July 10, 2026 (the “Prospectus Supplement”). The Shares may become issued and outstanding upon the exercise, settlement or vesting of certain awards issued by the Company under the Dow Inc. 2019 Stock Incentive Plan to the extent not eligible for registration on Form S-8. In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion as Exhibit 5.1 to this Current Report on Form 8-K, which is incorporated by reference into the Registration Statement.

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
 5.1   Opinion of Shandell S. Massey, Corporate Secretary and Assistant General Counsel, Dow Inc.
 23.1   Consent of Shandell S. Massey (included in Exhibit 5.1)

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.

Date: July 10, 2026

/s/ SHANDELL S. MASSEY            

Shandell S. Massey

Corporate Secretary and Assistant General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents