8-K
DOW INC. (DOW)
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 2, 2025 (August 31, 2025)
| Commission<br><br>File Number | Exact Name of Registrant as Specified in its Charter,<br><br>Principal Office Address and Telephone Number | State of Incorporation<br>or Organization | I.R.S. Employer<br>Identification No. |
|---|---|---|---|
| 001-38646 | Dow Inc.<br><br>2211 H.H. Dow Way, Midland, MI 48674<br><br>(989) <br><br><br>636<br>-1000 | Delaware | 30-1128146 |
| 001-03433 | The Dow Chemical Company<br><br>2211 H.H. Dow Way, Midland, MI 48674<br><br>(989) <br><br><br>636<br>-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 <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br>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 7 - Regulation FD
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 2, 2025, Dow Inc. (“Dow”) issued a press release announcing the completion of the sale of an additional 9% equity stake in Diamond Infrastructure Solutions, a dedicated infrastructure company with select U.S. Gulf Coast infrastructure assets, to a fund managed by Macquarie Asset Management, pursuant to the previously-announced option to purchase such equity stake held by such fund. A copy of the press release is attached hereto as Exhibit 99.1, which is being furnished and 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 Section 18, nor shall it be deemed incorporated by reference into any filing made by Dow 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.
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 |
| --- | --- |
| 99.1 | Press release issued by Dow Inc. on September 2, 2025. |
| 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. |
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 2, 2025
/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary
EX-99.1
Exhibit 99.1
| Press Information<br> <br><br><br><br>2211 H. H. Dow Way Midland, MI 48674<br> <br>dow.com |
|---|
Macquarie Asset Management expands equity stake in Diamond Infrastructure Solutions, a strategic partnershipwith Dow
| • | Dow has received an additional $540 million in proceeds following MacquarieAsset Management ’ s increased minority equity stake in Diamond Infrastructure Solutions from 40% to 49% |
|---|---|
| • | This brings the total proceeds from the transaction to approximately$3 billion |
| --- | --- |
| • | The increase follows the strategic partnership between Dow and a fund managed by Macquarie AssetManagement creating Diamond Infrastructure Solutions, a dedicated infrastructure company with assets across the U.S. Gulf Coast |
| --- | --- |
MIDLAND, Mich. Sept. 2, 2025 – Dow (NYSE: DOW) today announced it has received an additional $540 million in proceeds following Macquarie Asset Management’s increased investment in Diamond Infrastructure Solutions (Diamond), raising its minority equity stake from 40% to 49%. This brings Dow’s total proceeds from the transaction to approximately $3 billion.
“This expanded partnership with Macquarie Asset Management further signals a strong trust and alignment between Dow and Macquarie that will result in a long-term, value-driven partnership,” said Jim Fitterling, chair and chief executive officer of Dow.
Dow and Macquarie Asset Management will drive the growth of Diamond Infrastructure Solutions through a wide range of services across sectors - including energy, environment, infrastructure and pipelines - to more than 70 existing and new customers, while Dow continues to maintain operational control as the majority owner of Diamond.
In May 2025, Diamond announced a partnership with a Danish climate tech startup company, Again, to host the first U.S.-based CO2 transformation facility at its Texas City site. Most recently, Third Pillar Solar and Diamond jointly announced an agreement for exclusive access to Diamond’s Texas reservoir system to explore potential deployment of up to 500MW of floating solar.
Citi and Goldman Sachs acted as financial advisors to Dow, and Linklaters provided legal support.
About Dow
Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, focused innovation, leading business positions and commitment to sustainability enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 30 countries and employ
Page 1 of 3
^®TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow
approximately 36,000 people. Dow delivered sales of approximately $43 billion in 2024. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us and our ambition to be the most innovative, customer-centric, inclusive and sustainable materials science company in the world by visiting www.dow.com.
For further information, please contact:
Glynna Mayers
gmayers@dow.com
Cautionary Statement about Forward-Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow’s contemplated capital and operating projects; Dow’s ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions, tariffs and trade policies, or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business, logistics, and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be
Page 2 of 3
^®TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow
no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the Company’s subsequent Quarterly Reports on Form 10-Q. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.
Page 3 of 3
^®TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow