The Dow Chemical Co.
11/14/2024 | Press release | Distributed by Public on 11/14/2024 06:33
Primary Offering Prospectus - Form 424B2
424B2
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Pricing Supplement No. 001 dated November 13, 2024 (To Prospectus dated June 13, 2022, as supplemented by Prospectus Supplement dated July 22, 2022) |
Filed pursuant to Rule 424(b)(2) Registration No. 333-265556-01 CUSIP No. 26054EAV1 |
THE DOW CHEMICAL COMPANY
Medium-Term Notes
Fixed Rate
Capitalized terms used in this Preliminary Pricing Supplement that are defined in the medium-term notes prospectus supplement (the "Prospectus Supplement") shall have the meanings assigned to them in the Prospectus Supplement unless otherwise defined herein.
| Principal Amount: | $1,000,000 | |
| Issue Price: | 100% | |
| Initial Trade Date: | November 13, 2024 | |
| Original Issue Date: | November 18, 2024 | |
| Stated Maturity Date: | November 18, 2025 | |
| Interest Rate: | 4.75% per annum | |
| Interest Payment Dates: | Semi-annually, on each 18th May and November, commencing on May 18, 2025 and ending on the Stated Maturity Date | |
| Net Proceeds to Issuer: | 99.80% of Principal Amount | |
| Agent's Discount or Commission: | 0.20% of Principal Amount | |
| Agent: | Citigroup Global Markets Inc. | |
| Agent's Capacity: | Principal | |
| Day Count Convention: | 30/360 | |
| Business Day Convention: | Following, unadjusted | |
| Form of Note: | Book-entry only |
RISK FACTORS
Your investment in the Notes involves risks. You should consult with your own financial and legal advisers as to the risks involved in an investment in the Notes and to determine whether the Notes are a suitable investment for you. The Notes may not be a suitable investment for you if you are unsophisticated about debt securities. You should carefully consider the risks described under "Risk Factors" starting on page S-3 of the Prospectus Supplement and in the documents incorporated by reference into the accompanying Prospectus, as well as the other information contained or incorporated by reference in this Preliminary Pricing Supplement or the accompanying Prospectus or the Prospectus Supplement, before making a decision to invest in the Notes.
LEGAL MATTERS
In the opinion of Shandell S. Massey, Managing Counsel and Assistant Secretary, of The Dow Chemical Company (the "Company"), the Notes offered by this Pricing Supplement have been duly authorized, and when executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated herein, such Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity). This opinion is given as of the date hereof and is limited to the law of the State of New York and the General Corporation Law of the State of Delaware as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of such counsel dated February 9, 2024, filed in the Company's Current Report on Form 8-K dated February 9, 2024 and incorporated by reference as Exhibit 5.1 to the Company's registration statement on Form S-3ASR (File No. 333-265556-01).
[CALCULATION OF FILING FEE EXHIBIT TABLE]1
| 1 |
To follow the InterNotes filing fee table. |
PS-2