Dow Inc. filed a current report on July 10, 2026, disclosing that it is registering 5,410,000 shares of its common stock for potential issuance tied to employee or other incentive compensation awards. The shares carry a par value of $0.01 per share and are being registered under Dow’s Form S-3 registration statement, with a prospectus supplement dated July 10, 2026. The shares are not being reported as an immediate open-market sale or completed issuance. Instead, Dow said the shares may become issued and outstanding in the future upon the exercise, settlement or vesting of certain awards granted under the Dow Inc. 2019 Stock Incentive Plan. The filing specifies that the registration applies to awards that are not eligible for registration on Form S-8, the form typically used for employee benefit plan securities. The 8-K was filed under Item 8.01, “Other Events,” and also included Item 9.01 for exhibits. As part of the registration process, Dow filed a legal opinion as Exhibit 5.1 from Shandell S. Massey, the company’s Corporate Secretary and Assistant General Counsel. The related consent of Massey was included as Exhibit 23.1 within the legal opinion. No transaction price, insider buyer or seller, or transaction code was reported, because the filing does not describe a completed insider trade or a specific equity sale. Rather, it updates Dow’s securities registration framework so that these 5.41 million common shares can be issued if and when the relevant stock incentive awards vest, settle or are exercised. The filing matters because it establishes the legal basis for future share issuance under the company’s compensation plan, which could modestly affect share count over time depending on award outcomes.