Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

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

 

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 of the Securities Exchange Act of 1934 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.

 

 

On February 7, 2024, The Dow Chemical Company, a Delaware corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC and SMBC Nikko Securities America, Inc. as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1.25 billion in aggregate principal amount of notes, consisting of $600,000,000 aggregate principal amount of 5.150% Notes due 2034 (the “2034 Notes”) and $650,000,000 aggregate principal amount of 5.600% Notes due 2054 (the “2054 Notes”, and together with the 2034 Notes, the “Notes”). The Notes were offered and issued pursuant to the Company’s registration statement on Form (File filed with the Securities and Exchange Commission on June 13, 2022 (the “Registration Statement”).

In connection with the offering of the Notes, the Company is filing a copy of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form and incorporated herein by reference.

On February 9, 2024, the Company completed the offering of the Notes.

The Notes were issued under an Indenture dated as of July 26, 2019 (the “Indenture”), among the Company, Dow Inc., as a party with respect to the sections described therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

In connection with the offering of the Notes, the Company is filing a legal opinion by counsel regarding the validity of the Notes, attached as Exhibit 5.1 to this Current Report on Form

The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to such documents, which are attached as Exhibits 1.1, 4.1, 4.2, and 4.3 to this Current Report on Form respectively, and all of which are incorporated herein by reference.

In addition, the Company is replacing its previously provided legality opinion, attached as Exhibit 5.2 to this Report on Form 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 supplements dated July 22, 2022, relating to the Dow InterNotes and Medium-Term Notes. The Dow InterNotes and Medium-Term Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement.

 

(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.