8-KOther EventsExhibits & Filings

DOW INC. 8-K Report, Corporate Update (Apr 1, 2019)

Filed April 1, 2019For Securities:DOW

Summary

This 8-K filing by Dow Inc. (DOW) dated April 1, 2019, primarily serves as an explanatory note and filing of exhibits related to its anticipated separation from DowDuPont Inc. The core of the filing is the incorporation by reference of the final Information Statement, dated March 12, 2019, which was previously made available to DowDuPont stockholders. This Information Statement provides essential details about the separation process, the distribution of Dow's common stock, and a description of Dow's business and management.

Key Highlights

  • 1Dow Inc. is providing an update and filing the final Information Statement related to its spin-off from DowDuPont Inc.
  • 2The filing incorporates the Information Statement dated March 12, 2019, as Exhibit 99.1.
  • 3This Information Statement was previously distributed to DowDuPont stockholders and details the separation and stock distribution.
  • 4Dow intends to use this Information Statement to support a forthcoming Form S-3 registration statement.
  • 5The Form S-3 registration statement will cover the registration of up to 42,000,000 shares of Dow common stock issuable under the Dow Inc. 2019 Stock Incentive Plan.
  • 6The filing confirms the effective date of the Form 10 registration statement as March 12, 2019.

Frequently Asked Questions

The main purpose of this 8-K filing is to incorporate by reference the final Information Statement dated March 12, 2019, which contains details about Dow Inc.'s separation from DowDuPont Inc. and the distribution of its common stock to stockholders. It also serves to support an upcoming registration statement for stock incentive plan awards.

The Information Statement provides a comprehensive description of the separation of Dow Inc. from DowDuPont Inc., the process of distributing Dow's common stock to stockholders, and details regarding Dow's business operations and management team.

Dow is filing a Form S-3 registration statement to register up to 42,000,000 shares of its common stock. These shares are intended to be acquired by individuals through awards granted under the Dow Inc. 2019 Stock Incentive Plan.

The Form 10 registration statement related to the separation and distribution was declared effective by the SEC on March 12, 2019.