Dow Inc. Files 8-K with Corporate Updates

TL;DR

Dow Inc. filed an 8-K on Dec 9, 2024, updating corporate info. Nothing major.

AI Summary

Dow Inc. filed an 8-K on December 9, 2024, reporting on other events and financial statements. The filing includes details about the company's structure, including its former names Dow Holdings Inc. and The Dow Chemical Co. /DE/, and its principal business in plastics and synthetic resins.

Why It Matters

This filing provides essential corporate information and historical context for Dow Inc., which is important for investors and analysts tracking the company's structure and regulatory compliance.

Risk Assessment

Risk Level: low — The filing is routine and primarily informational, with no immediate financial or operational risks indicated.

Key Numbers

• 20241209 — Filing Date (Date the 8-K was filed with the SEC.)
• 20241208 — Period of Report Date (The date to which the report's information pertains.)

Key Players & Entities

• DOW INC. (company) — Filer
• Dow Holdings Inc. (company) — Former Company Name
• Dow Chemical Co /DE/ (company) — Former Company Name
• 2211 H.H. DOW WAY (location) — Business Address
• MIDLAND (location) — Business Address City
• MI (location) — Business Address State
• 48674 (location) — Business Address Zip

FAQ

Key Financial Figures

• $0.01 — red Dow Inc. Common Stock, par value $0.01 per share DOW New York Stock Exchan
• $2.4 billion — initial cash proceeds of approximately $2.4 billion. In addition, pursuant to the Sale and
• $0.6 billion — al cash proceeds of up to approximately $0.6 billion. A copy of the press release announcing

Filing Documents

• d845834d8k.htm (8-K) — 49KB
• d845834dex991.htm (EX-99.1) — 23KB
• g845834dsp05.jpg (GRAPHIC) — 7KB
• g845834g1207035223656.jpg (GRAPHIC) — 1KB
• g845834g1207035223824.jpg (GRAPHIC) — 1KB
• g845834g1207035223993.jpg (GRAPHIC) — 1KB
• g845834g1207035224204.jpg (GRAPHIC) — 1KB
• g845834g1207040002446.jpg (GRAPHIC) — 4KB
• 0001193125-24-272816.txt ( ) — 287KB
• dow-20241208.xsd (EX-101.SCH) — 6KB
• dow-20241208_cal.xml (EX-101.CAL) — 1KB
• dow-20241208_def.xml (EX-101.DEF) — 15KB
• dow-20241208_lab.xml (EX-101.LAB) — 20KB
• dow-20241208_pre.xml (EX-101.PRE) — 15KB
• d845834d8k_htm.xml (XML) — 13KB

From the Filing

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): December 9, 2024 ( December 8, 2024 ) Commission File Number Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number Organization I.R.S. Employer Identification No. 001-38646 Dow Inc. Delaware 30-1128146 2211 H.H. Dow Way , Midland , MI 48674 ( 989 ) 636-1000 001-03433 The Dow Chemical Company Delaware 38-1285128 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: 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 Item8.01 Other Events. On December 9, 2024, Dow Inc. ("Dow") issued a press release announcing that its wholly owned subsidiary, The Dow Chemical Company, a Delaware corporation ("TDCC"), has entered into a Sale and Purchase Agreement, dated as of December 8, 2024 (the "Sale and Purchase Agreement"), with InfraPark Holdings, LLC, a Delaware limited liability company and a subsidiary of a fund managed by Macquarie Asset Management ("Macquarie InfraPark"), pursuant to which TDCC will sell at least 40% of the membership interests in Dow InfraCo, LLC, a Delaware limited liability company and wholly owned subsidiary of TDCC ("InfraCo"), to Macquarie InfraPark (the "Transaction") in exchange for initial cash proceeds of approximately $2.4 billion. In addition, pursuant to the Sale and Purchase Agreement, Macquarie InfraPark has the option to purchase up to an additional 9% of InfraCo's membership interests (for a total of up to 49% of InfraCo's membership interests in the aggregate) within six months after the consummation of the Transaction. Should Macquarie InfraPark exercise this option in full, TDCC would receive incremental cash proceeds of up to approximately $0.6 billion. A copy of the press release announcing the Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Sale and Purchase Agreement contains customary representations and warranties made by the parties thereto, and contains customary covenants, including, among others, covenants to conduct the business of InfraCo in the ordinary course before consummation of the Transaction. Consummation of the Transaction is subject to customary closing conditions, including, among others, the receipt of certain required regulatory approvals. Upon the closing of the Transaction, among other agreements, TDCC and Macquarie InfraPark will enter into an Amended and Restated Limited Liability Company Agreement of InfraCo that provides TDCC with certain customary governance rights as the majority owner of InfraCo. TDCC and InfraCo will also enter into, upon the closing of the Transaction, among other agreements, an Amended and Restated Master Site Services Agreement, pursuant to which InfraCo will provide certain long-term infrastructure services to TDCC using certain assets of InfraCo. InfraCo is the parent entity of TDCC's infrastructure-focused company, which operates certain non-product producing energy, environmental, pipeline and infrastructure assets located at fiv

View Full Filing

View this 8-K filing on SEC EDGAR