8-KOther EventsExhibits & Filings

DOW INC. 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Mar 13, 2019)

Filed March 13, 2019For Securities:DOW

Summary

This 8-K filing by Dow Inc. (DOW) on March 13, 2019, primarily concerns the temporary suspension of trading, known as a "blackout period," for participants in The Dow Chemical Company Employees’ Savings Plan. This suspension is directly linked to the impending spin-off of Dow from DowDuPont, scheduled for April 1, 2019. The blackout period is a necessary administrative step to facilitate the distribution of Dow shares to plan participants and the establishment of new funds within the plan to hold these shares. Investors should note that the blackout period is scheduled to commence at market close on March 29, 2019, and is expected to conclude two to four business days after the spin-off. During this time, participants will be restricted from making any transactions within the affected DowDuPont Stock Funds and the subsequent Dow Stock Funds, including new investments, exchanges, loans, withdrawals, or final distributions. This notification is in compliance with the Sarbanes-Oxley Act and Regulation BTR, with Dow Inc. having provided advance notice to its directors and executive officers regarding these trading restrictions.

Key Highlights

  • 1Dow Inc. (DOW) filed an 8-K on March 13, 2019, to announce a temporary trading suspension in employee benefit plans.
  • 2The trading suspension, or "blackout period," is due to the anticipated spin-off of Dow from DowDuPont, set for April 1, 2019.
  • 3The blackout period is necessary to facilitate the distribution of Dow shares and the creation of new funds for these shares within the plan.
  • 4The blackout period is expected to start at market close on March 29, 2019, and last 2-4 business days post-spin-off.
  • 5During the blackout, participants cannot make transactions (investments, exchanges, loans, withdrawals) in the affected DowDuPont and Dow stock funds.
  • 6Dow Inc. has notified its directors and executive officers about the blackout period and associated trading prohibitions, as required by Sarbanes-Oxley Act and Regulation BTR.
  • 7The filing includes Exhibit 99.1, which is the notice sent to directors and executive officers.

Frequently Asked Questions

The primary reason for the blackout period is to facilitate the upcoming spin-off of Dow Inc. from DowDuPont, which is expected to occur on April 1, 2019. The suspension is needed to manage the distribution of Dow shares to plan participants and set up new funds within the employee savings plan to hold these shares.

The blackout period is expected to commence at market close on March 29, 2019, and is anticipated to end two to four business days after the spin-off. During this period, participants in The Dow Chemical Company Employees’ Savings Plan will be unable to conduct any transactions involving the DowDuPont Stock Funds or the subsequent Dow Stock Funds. This includes making new investments, exchanging funds, taking loans, making withdrawals, or receiving final distributions if their accounts are invested in these specific funds.

The filing specifically addresses a temporary suspension of trading in certain stock funds within The Dow Chemical Company Employees’ Savings Plan. While the notice was sent to all directors and executive officers, the restriction applies to all participants of the plan who have investments in the affected DowDuPont Stock Funds and the subsequent Dow Stock Funds during the blackout period.

Dow Inc. is obligated to notify its directors and executive officers, as well as those from DowDuPont who will transition to Dow, about the blackout period and any related trading prohibitions. This notification is mandated by Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, and Dow Inc. has complied with these requirements by issuing the notice on March 13, 2019.