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<br><br>File Number	Exact Name of Registrant as Specified in its Charter,<br><br>Principal Office Address and Telephone Number	State of Incorporation or<br><br>Organization	I.R.S. Employer<br><br>Identification No.
001-38646	Dow Inc.	Delaware	30-1128146
	2211 H.H. Dow Way, Midland, <br>MI<br> 48674
	(989) <br>636-1000
001-03433	The Dow Chemical Company	Delaware	38-1285128
	2211 H.H. Dow Way, Midland, <br>MI<br> 48674
	(989) <br>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<br><br>Symbol(s)	Name of each exchange on<br><br>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	☐

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Section 8 - Other Events

Item 8.01 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 five of its or its subsidiaries’ manufacturing sites in the U.S. Gulf Coast, including Freeport, Texas; Texas City, Texas; Seadrift, Texas; Plaquemine, Louisiana and St. Charles, Louisiana.

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 December 9, 2024.
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.

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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: December 9, 2024
/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<br> <br>Midland, MI 48674<br> <br><br> <br>dow.com

Dow announces partnership with Macquarie Asset Management to launch Diamond Infrastructure Solutions

•	A fund managed by Macquarie Asset Management to acquire an initial 40% stake in select Dow U.S.Gulf Coast infrastructure assets with an option to increase its equity stake to 49% within six months of closing
•	Dow is expected to receive initial cash proceeds ofapproximately $2.4 billion based on the initial transaction, with potential to receive up to approximately $3.0 billion in total
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•	Diamond Infrastructure Solutions will leverage Dow ’ s operational excellence andMacquarie Asset Management’s world-leading infrastructure expertise to generate growth opportunities by opening access to Dow ’ s U.S. Gulf Coast sites to third party customers
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•	Proceeds to be deployed towards higher value-creating growth investments
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MIDLAND, Mich. – December 9, 2024 – Dow (NYSE: DOW) today announced that it has entered into a definitive agreement to sell a 40% equity stake in select U.S. Gulf Coast infrastructure assets to a fund managed by Macquarie Asset Management, a leading global infrastructure and energy asset manager.

This new partnership, Diamond Infrastructure Solutions (“Diamond”), will be a specialist infrastructure provider to Dow and other industrial customers at its five locations in Texas and Louisiana, offering comprehensive services to its tenants with a focus on world class efficiency, reliability and safety. As a dedicated infrastructure company, Diamond will be a new business model with greater strategic focus on operational efficiencies and new customer acquisition. Profitable growth for Diamond will benefit both Dow and Macquarie Asset Management’s future bottom-line results.

Dow expects to receive initial cash proceeds of approximately $2.4 billion based on the sale of its 40% minority equity stake with the potential to generate cash proceeds up to approximately $3.0 billion for a 49% minority equity stake. Macquarie Asset Management will have the option to increase its equity share to 49% within six months of closing. Dow and Macquarie Asset Management expect to close the transaction in the first half of 2025, subject to customary regulatory approvals and other closing conditions.

“Today’s announcement demonstrates Dow’s ongoing commitment to value maximizing actions across our portfolio,” said Jim Fitterling, chair and chief executive officer of Dow. “This transaction further strengthens our financial flexibility and enables continued cash deployment towards the most attractive opportunities that will create long-term value for our stakeholders. We are confident that Macquarie is the right industrially minded partner due to our shared values to ensure the ongoing safe and reliable operations of these assets to support Dow and industrial customers across the U.S. Gulf Coast.”

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^®^^TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Diamond is comprised of certain non-product producing assets (power and steam production, pipelines, environmental operations and general site infrastructure) located at five of Dow’s manufacturing sites in the U.S. Gulf Coast (USGC): Freeport, Texas City, and Seadrift in Texas, as well as Plaquemine and St. Charles in Louisiana. Pipeline and storage assets span across the USGC with connections to major natural gas, NGL and olefin hubs. Dow will maintain control as the majority owner of Diamond to help ensure the continuity of safe and reliable operations.

Macquarie Asset Management is a leading global infrastructure asset manager with a focus on operational excellence. It prioritizes investments in high quality, essential assets that can be improved over time and deliver growth and reliable service to customers, as well as the health and safety of employees. Macquarie Asset Management has specific experience in managing and operating industrial parks, regulated utilities and other industry-oriented infrastructure platforms.

“As a long-term owner of essential infrastructure, we recognize the value that can be unlocked through the development of infrastructure platforms like Diamond Infrastructure Solutions,” said Ben Way, Global Head of Macquarie Asset Management. “We believe that our significant infrastructure experience and capabilities, coupled with Dow’s operational excellence, will deliver additional efficiencies and long-term growth.”

This transaction is another step in Dow’s continued actions to evaluate its ownership of non-product producing assets across its global portfolio. It builds on the previous sale of the Company’s rail infrastructure assets at six North American sites in September, 2020, and the sale of its U.S. Gulf Coast marine and terminal operations and assets in December, 2020.

Citi and Goldman Sachs acted as financial advisor 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 31 countries and employ approximately 35,900 people. Dow delivered sales of approximately $45 billion in 2023. 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.

Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, includingSection 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 othermatters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,”“project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, andvariations or negatives of these words or phrases.

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^®^^TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Forward-looking statements are based on current assumptions and expectations of future eventsthat 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 ofthe 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 global and regional economic impacts of a pandemic or other publichealth-related risks and events on Dow’s business; 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; capitalrequirements 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 carbonneutrality 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 suchmarkets; failure 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 unexpectedexpenses; 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 proposeddivestitures 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 materialprices; 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 environmentand lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions 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 andUkraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; and risks related to Dow’s separation from DowDuPont Inc. such asDow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in anyforward-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 reasonablebasis, but there can be 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 suchforward-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, 2023, and theCompany’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 timeor 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 ChemicalCompany 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.

About Macquarie Asset Management

Macquarie Asset Management is a global asset manager, integrated across public and private markets. Trusted by institutions, governments, foundations and individuals to manage approximately $US633.7 billion in assets, we provide a diverse range of investment solutions including real assets, real estate, credit and equities & multi-asset.

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^®^^TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Macquarie Asset Management is part of Macquarie Group, a diversified financial group providing clients with asset management, finance, banking, advisory, and risk and capital solutions across debt, equity and commodities. Founded in 1969, Macquarie Group employs over 20,600 people in 34 markets and is listed on the Australian Securities Exchange.

All figures as at 30 September 2024.

Important Notices (Macquarie Asset Management): None of the entities noted in this media release is an authorised deposit-taking institutionfor the purposes of the Banking Act 1959 (Commonwealth of Australia) and the obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (Macquarie Bank). Macquarie Bank does notguarantee or otherwise provide assurance in respect of the obligations of these entities. In addition, if this media release relates to an investment (a) each investor is subject to investment risk including possible delays in repayment andloss of income and principal invested and (b) none of Macquarie Bank or any other Macquarie Group company guarantees any particular rate of return on or the performance of the investment, nor do they guarantee repayment of capital in respect ofthe investment.

For further information, please contact:

Rachelle Schikorra

ryschikorra@dow.com

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^®^^TM^ Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow