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):
June 11, 2025 (June 10, 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, <br>MI<br> 48674<br><br>(989) 636-1000 | Delaware | 30-1128146 |
| 001-03433 | The Dow Chemical Company<br><br>2211 H.H. Dow Way, Midland, <br>MI<br> 48674<br><br>(989) 636-1000 | 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> Symbol(s) | Name of each exchange<br><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 <br>Chemical<br>Company | ☐ |
|---|
Section 8 – Other Events
| Item 8.01 | Other Events. |
|---|
On June 11, 2025, Dow Inc. (“Dow” or the “Company”) issued a press release announcing The Court of King’s Bench of Alberta, Canada has signed a judgment ordering NOVA Chemicals Corporation to pay certain Dow subsidiaries CAD $1.620 billion (equivalent to approximately USD $1.2 billion), for damages Dow incurred related to the companies’ jointly-owned ethylene asset in Joffre, Alberta, Canada. Payment is anticipated to occur in the fourth quarter of 2025. The judgment is subject to appeal.
A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
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 June 11, 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: June 11, 2025
/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary
EX-99.1
Exhibit 99.1
Canadian court orders NOVA Chemicals to pay Dow an additional CAD$1.6 billion judgment
MIDLAND, Mich. – June 11, 2025 – The Court of King’s Bench of Alberta, Canada has issued a judgment ordering NOVA Chemicals Corporation to pay Dow (NYSE: DOW) an additional amount of CAD$1.620 billion (equivalent to approximately USD$1.2 billion) **** in damages. The judgment, signed on June 10, 2025, relates to losses Dow incurred from the companies’ jointly owned ethylene asset in Joffre, Alberta, Canada. The award includes interest to April 7, 2025, but excludes subsequent interest or legal costs. Payment is anticipated to occur in the fourth quarter of 2025.
This latest ruling and award of damages to Dow is in addition to a prior payment by NOVA to Dow of CAD$1.43 billion (approximately USD$1.08 billion) in damages in 2019 following a June 2018 decision. That decision found NOVA had failed to operate the jointly owned ethylene asset at full capacity and had breached contractual obligations since 2001, resulting in reduced ethylene to Dow. On appeal, the court directed that Dow’s damages be recalculated for the period from 2001 through 2012, as well as for the period from 2013 through June 2018, which had not yet been quantified.
The judgment is subject to appeal.
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 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
^®^^TM^Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow