[8-K] Dow Inc. Reports Material Event

Rhea-AI Filing Summary

The company disclosed documentation related to a Notes offering, filing an Underwriting Agreement for the offering and attaching related exhibits. It included the Indenture among the company, The Dow Chemical Company and the trustee, plus the form of 4.800% notes due 2031 and the form of 5.650% notes due 2036. The filing also includes an opinion and consent from Allen & Overy Shearman Sterling US LLP and notes that the cover page interactive data is embedded in the Inline XBRL document. The report is signed by Andrea L. Dominowski, Controller and Vice President of Controllers.

Positive

• Underwriting Agreement filed supporting the planned Notes offering
• Indenture and note forms provided, showing coupon rates and maturities for two series
• Counsel opinion and consent included, which supports legal enforceability
• Authorized company officer (Controller) signed the report

Negative

• Offering size and pricing are not disclosed in the filing
• Use of proceeds or allocation details are not provided
• Investor impact cannot be assessed without principal amounts and final terms

Insights

Securities Analyst

TL;DR: Routine securities offering disclosure showing note coupons and maturities; key transactional documents are filed.

The filing presents the core legal and offering documents required for a debt securities issuance: an Underwriting Agreement, the governing Indenture, and the forms of two note series specifying coupons and maturities. Inclusion of counsel opinion and consent is standard and supports enforceability. Absent from the filing are offering size, pricing terms, and stated use of proceeds, so market impact cannot be assessed from the document alone. Overall this is a procedural but necessary disclosure for a bond offering.

Corporate Governance Expert

TL;DR: Proper documentary attachments and counsel confirmations are filed; governance and authorization appear documented.

The report attaches transaction-level legal documentation that supports board and management actions for issuing debt: underwriting agreement and indenture, plus counsel opinion and consent. The controller's signature indicates authorized corporate signatory involvement. The filing ensures transparency about the legal framework of the issuance, though it does not disclose certain investor-relevant commercial details such as offering amount or allocation methodology.

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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 8, 2025 (September 3, 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)

☐ 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 September 3, 2025, The Dow Chemical Company, a Delaware corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc. as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,400,000,000 in aggregate principal amount of notes, consisting of $750,000,000 aggregate principal amount of 4.800% Notes due 2031 (the “2031 Notes”) and $650,000,000 aggregate principal amount of 5.650% Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”). The Notes were offered and issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-288028-01), filed with the Securities and Exchange Commission on June 13, 2025 (the “Registration Statement”).

In connection with the offering of the Notes, the Company is filing a copy of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

On September 8, 2025, the Company completed the offering of the Notes.

The Notes were issued under an Indenture dated as of July 26, 2019 (the “Indenture”), among the Company, Dow Inc., as a party with respect to the sections described therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

In connection with the offering of the Notes, the Company is filing a legal opinion by counsel regarding the validity of the Notes, attached as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to such documents, which are attached as Exhibits 1.1, 4.1, 4.2, and 4.3 to this Current Report on Form 8-K, respectively, and all of which are 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
1.1*		Underwriting Agreement, dated as of September 3, 2025, among The Dow Chemical Company and BofA Securities, Inc., Citigroup Global Markets Inc. and SMBC Nikko Securities America, Inc. as the representatives of the several underwriters named therein.
4.1		Indenture dated as of July 26, 2019, between The Dow Chemical Company, Dow Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 7, 2020 and incorporated herein by reference).
4.2*		Form of 4.800% Notes due 2031.
4.3*		Form of 5.650% Notes due 2036.
5.1*		Opinion dated September 8, 2025 of Allen Overy Shearman Sterling US LLP.
23.1*		Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1).
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.

* Documents filed with this report.

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 8, 2025

/s/ ANDREA L. DOMINOWSKI         

Andrea L. Dominowski

Controller and Vice President of Controllers

(Authorized Signatory and Principal Accounting Officer)

FAQ

What did Dow Inc. (DOW) file regarding the Notes offering?

The company filed an Underwriting Agreement, the governing Indenture, forms of the 4.800% notes due 2031 and 5.650% notes due 2036, plus counsel opinion and consent.

What coupon rates and maturities are shown in the filing for DOW notes?

The filing includes a 4.800% note due 2031 and a 5.650% note due 2036 as forms of the securities to be issued.

Does the filing include a legal opinion for the offering?

Yes. The filing includes an opinion and consent from Allen & Overy Shearman Sterling US LLP.

Who signed the 8-K for Dow Inc.?

The report is signed by Andrea L. Dominowski, Controller and Vice President of Controllers.

Are the offering size and use of proceeds disclosed in the filing?

No. The filing does not disclose the offering size or the use of proceeds.