The Dow Chemical Co.

04/29/2024 | Press release | Distributed by Public on 04/29/2024 12:51

Supplemental Prospectus - Form 424B3

424B3

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus supplement and prospectus are not offers to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion

Preliminary Pricing Supplement dated April 29, 2024

Filed under 424(b)(3), Registration Statement No. 333-265556-01

Pricing Supplement No. 55 - Dated Monday, April 29, 2024 (To: Prospectus Dated June 13, 2022, and Prospectus Supplement Dated July 22, 2022)

CUSIP
Number

Principal
Amount

Selling
Price

Gross
Concession

Net
Proceeds

Coupon
Rate

Coupon
Frequency

Maturity
Date

1st
Coupon
Date

1st
Coupon
Amount

Survivor's
Option

Product
Ranking

26054ME31

100% 1.250% 5.250% Semi-Annual 05/15/2029 11/15/2024 $27.13 Yes

Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 11/15/2024 and any time thereafter.

Joint Lead Managers and Lead Agents: InspereX LLC   Agents: Citigroup, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 11/15/2024 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 0.8500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 0.8500% to the public offering price, thereby not retaining any portion of the discount as compensation.

26054ME49 100% 1.800% 5.500% Semi-Annual 05/15/2034 11/15/2024 $28.42 Yes

Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 11/15/2024 and any time thereafter.

Joint Lead Managers and Lead Agents: InspereX LLC   Agents: Citigroup, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 11/15/2024 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 1.2500% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 1.2500% to the public offering price, thereby not retaining any portion of the discount as compensation.

26054ME56

100% 3.150% 5.850% Semi-Annual 05/15/2054 11/15/2024 $30.22 Yes

Senior Unsecured Notes

Redemption Information: Callable at 100.000% on 11/15/2024 and any time thereafter.

Joint Lead Managers and Lead Agents: InspereX LLC   Agents: Citigroup, Wells Fargo Advisors

This tranche of The Dow Chemical Company InterNotes will be subject to redemption at the option of The Dow Chemical , in whole or in part, on the interest payment date occurring on 11/15/2024 and any time thereafter at a redemption price equal to 100% of the principal amount of such The Dow Chemical Company InterNotes plus accrued interest thereon, if any, upon not less than 10 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.

Investment advisers purchasing for the account of their advisory clients and selected dealers purchasing on an agency basis or for their own accounts on a principal or riskless principal basis, may be offered Notes at a 2.4000% discount to the public offering rate. Notes purchased by selected dealers in level-fee and retirement accounts may be sold to such accounts at a discount up to 2.4000% to the public offering price, thereby not retaining any portion of the discount as compensation.

The Dow Chemical

2211 H.H. Dow Way

Midland, Michigan 48674

Trade Date: Monday, May 6, 2024 @ 12:00 PM ET

Settle Date: Thursday, May 9, 2024

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only

DTC Number 0235 via RBC Dain Rauscher Inc

The Dow Chemical

The Dow Chemical InterNotes

If the maturity date or an interest payment date for any note is not a business day (as such term is defined in prospectus), principal and premium, if any, and interest for that note is paid on the next business day, and no further such interest will accrue from, and including, the maturity date or such interest payment date.

InterNotes® is a registered trademark of InspereX Holdings LLC. All Rights Reserved.