As filed with the Securities and Exchange Commission on April 24, 2026

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Dow Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		30-1128146
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2211 H.H. Dow Way

Midland, Michigan 48674

(Address of principal executive offices, including zip code)

Dow Inc. 2019 Stock Incentive Plan

(Full title of the plan)

Shandell S. Massey

Corporate Secretary and Assistant General Counsel

Dow Inc.

2211 H.H. Dow Way

Midland, Michigan 48674

(989) 636-1000

(Name and address of agent for service)

Copy to:

Kerry S. Burke

Covington & Burling LLP

One CityCenter, 850 Tenth Street, NW

Washington, DC 20001-4956

(202) 662-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering an additional 60,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of Dow Inc. (the “Registrant”), which have been authorized and reserved for issuance under the Dow Inc. 2019 Stock Incentive Plan as amended. Accordingly, the contents of the Registrant’s registration statements on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 2, 2019 (File No. 333-230681) and on April 23, 2021 (File No. 333-255472) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other information with the Commission. The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 3, 2026;

 

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on April 24, 2026;

 

(c)

The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on February 27, 2026 (and subsequent proxy supplements relating to the 2026 Annual Meeting of Stockholders);

 

(d)

The Registrant’s Current Reports on Form 8-K filed on January  5, 2026, January  29, 2026, February  2, 2026 and April 14, 2026 (except information furnished under Item 7.01); and

 

(e)

The Registrant’s description of Common Stock contained in Exhibit 4.5 of the Registrant’s Current Report on Form 8-K filed with the Commission on February 2, 2026, including any amendments or reports filed for purposes of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5. Interest of Named Experts and Counsel.

The validity of the issuance of the Registrant’s Common Stock offered hereby has been passed on by Shandell S. Massey, Corporate Secretary and Assistant General Counsel of the Registrant. As of April 24, 2026, Ms. Massey owned 2,122.83 shares of the Registrant’s Common Stock.

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of Dow Inc. (incorporated by reference to Exhibit 3.1 to Dow Inc.’s Current Report on Form 8-K filed with the Commission on April 2, 2019).
4.2		Amended and Restated Bylaws of Dow Inc. (incorporated by reference to Exhibit 3.2 to Dow Inc.’s Current Report on Form 8-K filed with the Commission on February 20, 2024).
5.1*		Opinion of Shandell S. Massey, Corporate Secretary and Assistant General Counsel.
23.1.1*		Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm for Dow Inc.
23.1.2*		Consent of Deloitte  & Touche LLP, Independent Registered Public Accounting Firm for The Dow Chemical Company.
23.2*		Consent of Ankura Consulting Group, LLC.
23.3*		Consent of Shandell S. Massey, Corporate Secretary and Assistant General Counsel (contained in Exhibit 5.1).
24.1*		Powers of Attorney (included on the signature page to this Registration Statement).
99.1		Dow Inc. 2019 Stock Incentive Plan, effective as of April 1, 2019 (incorporated by reference to Exhibit 4.4 to Dow Inc.’s Registration Statement on Form S-3 filed with the Commission on April 1, 2019).
99.2		First Amendment to Dow Inc. 2019 Stock Incentive Plan, effective as of April 15, 2021 (incorporated by reference to Exhibit 10.5.7 to Dow Inc.’s Current Report on Form 8-K filed with the Commission on April 16, 2021).
99.3		Second Amendment to Dow Inc. 2019 Stock Incentive Plan, effective as of April 9, 2026 (incorporated by reference to Exhibit 10.5.12 to Dow Inc.’s Current Report on Form 8-K filed with the Commission on April 14, 2026).
107*		Filing Fee Table.

 

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Michigan, on April 24, 2026.

 

DOW INC.

/s/ ANDREA L. DOMINOWSKI

Andrea L. Dominowski Controller and Vice President of Controllers

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Jim Fitterling, Karen S. Carter, Jeffrey L. Tate, Amy E. Wilson and Shandell S. Massey and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated on April 24, 2026.

 

/s/ JIM FITTERLING						/s/ JERRI DEVARD
Jim Fitterling, Director, Chair and Chief Executive Officer (Principal Executive Officer)						Jerri DeVard, Director
/s/ JEFFREY L. TATE						/s/ DEBRA L. DIAL
Jeffrey L. Tate, Chief Financial Officer (Principal Financial Officer)						Debra L. Dial, Director
/s/ ANDREA L. DOMINOWSKI						/s/ JEFF M. FETTIG
Andrea L. Dominowski, Controller and Vice President of Controllers (Principal Accounting Officer)						Jeff M. Fettig, Director
/s/ RICHARD K. DAVIS						/s/ JACQUELINE C. HINMAN
Richard K. Davis, Lead Director						Jacqueline C. Hinman, Director
/s/ SAMUEL R. ALLEN						/s/ LUIS ALBERTO MORENO MEJIA
Samuel R. Allen, Director						Luis Alberto Moreno Mejia, Director
/s/ GUARDIE E. BANISTER JR.						/s/ JILL S. WYANT
Gaurdie E. Banister Jr., Director						Jill S. Wyant, Director
/s/ WESLEY G. BUSH						/s/ DANIEL W. YOHANNES
Wesley G. Bush, Director						Daniel W. Yohannes, Director

Exhibit 5.1

OPINION OF COUNSEL

April 24, 2026

Dow Inc.

2211 H.H. Dow Way

Midland, Michigan 48674

Ladies and Gentlemen:

Reference is hereby made to the Registration Statement on Form S-8 being filed by Dow Inc. (the “Company”) with the U.S. Securities and Exchange Commission, relating to the registration of 60,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), which are issuable pursuant to the Dow Inc. 2019 Stock Incentive Plan as amended (the “Plan”).

In rendering the opinions expressed below, I or a member of my staff have examined and relied upon: (a) the Amended and Restated Certificate of Incorporation of the Company and any and all amendments thereto; (b) the Amended and Restated Bylaws of the Company and any and all amendments thereto; (c) the Registration Statement on Form S-8; (d) certain resolutions of the Board of Directors of the Company; and (e) such other documents, corporate records and instruments as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed.

In connection with this opinion, I have assumed the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.

Based on the foregoing, and subject to the assumptions, limitations and qualifications herein set forth, it is my opinion that:

 

1.

The Company is validly existing and in good standing under the laws of the State of Delaware; and

 

2.

The Common Stock has been duly authorized for issuance and, when issued and delivered in accordance with the terms set forth in the Plan, will be validly issued, fully paid and nonassessable.

I do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent applicable, the Delaware constitution and judicial decisions) and I do not express any opinion as to the effect of any other laws on the opinion herein stated. This opinion is given as of the date hereof. I assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to my attention or any changes in law which may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8 and to the reference to me under the caption “Interests of Named Experts and Counsel” in the Registration Statement.

 

Very truly yours,

/s/ SHANDELL S. MASSEY

Shandell S. Massey Corporate Secretary and Assistant General Counsel, Dow Inc.

Exbibit 23.1.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 3, 2026, relating to (i) the consolidated financial statements of Dow Inc. and subsidiaries (the “Company”), and (ii) the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K, filed jointly by Dow Inc. and The Dow Chemical Company, for the year ended December 31, 2025.

 

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

April 24, 2026

Exbibit 23.1.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 3, 2026, relating to (i) the consolidated financial statements of The Dow Chemical Company and subsidiaries (“TDCC”), and (ii) the effectiveness of TDCC’s internal control over financial reporting, appearing in the Annual Report on Form 10-K, filed jointly by Dow Inc. and The Dow Chemical Company, for the year ended December 31, 2025.

 

/s/ DELOITTE & TOUCHE LLP

Midland, Michigan

April 24, 2026

Exhibit 23.2

CONSENT OF ANKURA CONSULTING GROUP, LLC

Regarding the Registration Statement on Form S-8 for Dow Inc. relating to the Dow Inc. 2019 Stock Incentive Plan as amended (the “Registration Statement”), Ankura Consulting Group, LLC (“Ankura”) hereby consents to the incorporation by reference in the Registration Statement of the use of Ankura’s name and the reference to Ankura’s reports appearing in the Annual Report on Form 10-K of Dow Inc. and The Dow Chemical Company for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q of Dow Inc. and The Dow Chemical Company for the quarter ended March 31, 2026.

 

/s/ AMY BROCKMAN

Amy Brockman, Senior Managing Director

Ankura Consulting Group, LLC

April 24, 2026