UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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. |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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. |
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| The Dow Chemical Company | |||
| The Dow Chemical Company | |||
| The Dow Chemical Company | |||
| The Dow Chemical Company |
Indicate by check mark whether the registrants are 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 registrants have 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. ¨
EXPLANATORY NOTE
Dow Inc. and The Dow Chemical Company (“TDCC” and together with Dow Inc., “Dow” or the “Company”) is filing this Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) solely to file Exhibit 99.1, in lieu of filing such exhibit with the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2021, also filed today, due to exhibit size limits in the EDGAR system. Certain confidential information contained in Exhibit 99.1 has been omitted because it is both (i) not material and (ii) the type of information that TDCC treats as private or confidential.
This Current Report on Form 8-K contains only the cover page, this Explanatory Note, Item 9.01, Exhibit Index, Exhibit 99.1 and the Signature Page. This Current Report on Form 8-K speaks only as of its original filing date and does not reflect events that may have occurred subsequent to the original filing date.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Amended and Restated Shareholders’ Agreement, effective as of March 25, 2021, between Excellent Performance Chemicals Company and Dow Saudi Arabia Holding B.V. (portions of this exhibit have been omitted because it is both (i) not material and (ii) the type of information that TDCC treats as private or confidential). |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOW INC.
THE DOW CHEMICAL COMPANY
Date: April 23, 2021
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/s/ AMY E. WILSON |
| Amy E. Wilson |
| General Counsel and Corporate Secretary |