8-K 1 ss137318_8k.htm CURRENT REPORT

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):
May 20, 2019

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.
  
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
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).
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. ☐
 


Item 7.01
Regulation FD Disclosure
 
The press release of The Dow Chemical Company, announcing a full redemption of its 4.25% Notes due 2020 is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits
 

 







 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Dated: May 20, 2019 
 
 
Dow Inc.
The Dow Chemical Company
 
 
 
By:
/s/ Ronald C. Edmonds
 
 
 
Ronald C. Edmonds
Controller and Vice President of Controllers and Tax