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Dow Inc. (NYSE: DOW) 8-K adds securities description exhibit

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

Rhea-AI Filing Summary

Dow Inc. and The Dow Chemical Company filed a current report to handle an administrative task for their upcoming annual report. Instead of placing a detailed description of securities directly inside the Form 10‑K for the year ended December 31, 2025, they are submitting that description as Exhibit 4.5 to this 8‑K and incorporating it into the 10‑K by reference. The exhibit covers securities registered under Section 12 of the Securities Exchange Act of 1934. No earnings results, new financings, or major business events are disclosed in this report.

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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):
February 2, 2026

dowdiamondredrgb819a01.jpg

Commission
File Number
Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
State or Other Jurisdiction of Incorporation
I.R.S. Employer
Identification No.
001-38646Dow Inc.Delaware30-1128146
2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000
001-03433The Dow Chemical CompanyDelaware38-1285128
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:
RegistrantTitle of each classTrading Symbol(s)Name of each exchange on which registered
Dow Inc.Common Stock, par value $0.01 per shareDOWNew York Stock Exchange
The Dow Chemical Company0.500% Notes due March 15, 2027DOW/27New York Stock Exchange
The Dow Chemical Company1.125% Notes due March 15, 2032DOW/32New York Stock Exchange
The Dow Chemical Company1.875% Notes due March 15, 2040DOW/40New York Stock Exchange
The Dow Chemical Company4.625% Notes due October 1, 2044DOW/44New 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 CompanyEmerging 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.

The document listed below (the "Document") is required to be filed as an exhibit to the Dow Inc. and The Dow Chemical Company Annual Report on Form 10-K (the "10‑K") for the year ended December 31, 2025. For administrative convenience and to avoid further increasing the size of the 10-K, Dow Inc. and The Dow Chemical Company are filing the Document as an exhibit to this optional Current Report on Form 8-K and will incorporate the Document into the 10‑K by reference hereto.


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
4.5
Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.
104Cover 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: February 2, 2026

/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) disclose in this 8-K filing?

The companies used this 8-K to file a detailed description of securities as Exhibit 4.5 and incorporate it into their Form 10‑K for the year ended December 31, 2025, mainly for administrative convenience and document size management.

Which companies are covered by this Dow Inc. (DOW) 8-K?

The report covers both Dow Inc. and The Dow Chemical Company. Each is identified with its own Commission File Number, Delaware incorporation, and the shared Midland, Michigan headquarters address and telephone number listed in the document.

What is Exhibit 4.5 in the Dow Inc. (DOW) 8-K?

Exhibit 4.5 is the “Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.” It provides formal details on the securities each registrant has listed, and will be incorporated by reference into the upcoming Form 10‑K.

How does this 8-K relate to Dow Inc.’s 2025 Form 10-K?

The 8-K serves as a companion to the 2025 Form 10‑K by placing the description of securities in a separate exhibit. That exhibit is then incorporated by reference into the 10‑K, helping limit the size of the full annual report document.

Does this Dow Inc. (DOW) 8-K include financial results or earnings data?

No, the report does not present financial statements or earnings data. It focuses on filing Exhibit 4.5, describing securities registered under Section 12, and arranging for that exhibit to be incorporated into the Form 10‑K for administrative reasons.

Who signed the Dow Inc. and Dow Chemical 8-K submission?

The report was signed on behalf of Dow Inc. and The Dow Chemical Company by Andrea L. Dominowski, who is identified as Controller and Vice President of Controllers, serving as an authorized signatory and principal accounting officer.

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