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):

July 22, 2022

 

 

Commission File Number		Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number		State of Incorporation or Organization		I.R.S. Employer Identification No.
001-03433		The Dow Chemical Company 2211 H.H. Dow Way, Midland, MI 48674 (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 registrants 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 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant		Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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).                                              ☐

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.                                    ☐

 

 

 

Item 8.01 Other Events.

The Dow Chemical Company (the “Company”) is filing this Current Report on Form 8-K to provide a legality opinion with respect to its Dow InterNotes® and Medium-Term Notes which may be offered and sold from time to time as described in the prospectus supplement dated July 22, 2022 relating to the Dow InterNotes, and in the prospectus supplement dated July 22, 2022 relating to the Medium-Term Notes. The Dow InterNotes and Medium-Term Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-265556-01) (the “Registration Statement”) filed with the Securities and Exchange Commission. The Company incorporates by reference the exhibits filed herewith into the Registration Statement.

®InterNotes is a registered trademark of Insperex Holdings LLC.

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
5.1		Opinion of Jonathan P. Wendt, Senior Managing Counsel and Assistant Secretary of the Company, as to the legality of the Dow InterNotes and Medium-Term Notes.
23.1		Consent of Jonathan P. Wendt, Senior Managing Counsel and Assistant Secretary of the Company (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

THE DOW CHEMICAL COMPANY

Date: July 22, 2022

 

/s/ RONALD C. EDMONDS
Ronald C. Edmonds
Controller and Vice President of Controllers and Tax