The Dow Chemical Co.

12/15/2025 | Press release | Distributed by Public on 12/15/2025 12:24

Supplemental Prospectus (Form 424B3)


CALCULATION OF FILING FEE TABLE
424(b)(3)
(Form Type)
The Dow Chemical Company
(Exact name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class Title Calculation Fee or Forward Carry Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate
Offering Price 		Fee Rate Amount of
Registration Fee
Fees to be Paid Debt
4.700% InterNotes® Due December 15, 2030
457(r) $5,355,000 100% $5,355,000 0.0001381 $739.53
Fees to be Paid Debt
5.450% InterNotes® Due December 15, 2035
457(r) $5,209,000 100% $5,209,000 0.0001381 $719.36
Fees to be Paid Debt
6.350% InterNotes® Due December 15, 2055
457(r) $6,051,000 100% $6,051,000 0.0001381 $835.64
Total Offering Amount
$16,615,000.00
Net Fee Due
$2,294.53
Filed under 424(b)(3), Registration Statement No. 333-288028-01
Pricing Supplement No.14 - Dated Monday, December 15, 2025 (To: Prospectus Dated June 13, 2025, and Prospectus Supplement Dated July 25, 2025)
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
26054MKG5 $5,355,000.00 100% 1.250% $5,288,062.50 4.700% Semi-Annual 12/15/2030 06/15/2026 $23.11 Yes Senior Unsecured Notes
Redemption Information: Callable at 100.00% on 06/15/2026 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 Company, in whole or in part, on the interest payment date occurring on 06/15/2026 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 15 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.
Notes will be sold at the selling price specified in this pricing supplement. The Purchasing Agent shall purchase notes from The Dow Chemical Company at the selling price less the applicable gross concession specified in this pricing supplement. The Purchasing Agent may resell the notes it purchases to the agents and selected dealers at the selling price less a concession that, at the discretion of the Purchasing Agent, may be less than or equal to the gross concession received by the Purchasing Agent. Notes purchased by the agents and selected dealers on behalf of level-fee investment advisory accounts may be sold to such accounts at the selling price less the applicable concession, and such agents and selected dealers shall not retain, as compensation, any portion of such concession applicable to such selling agents and dealers. In that instance, the Purchasing Agent may retain the portion of the gross concession applicable to the Purchasing Agent.
26054MKH3 $5,209,000.00 100% 1.800% $5,115,238.00 5.450% Semi-Annual 12/15/2035 06/15/2026 $26.80 Yes Senior Unsecured Notes
Redemption Information: Callable at 100.00% on 06/15/2026 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 Company, in whole or in part, on the interest payment date occurring on 06/15/2026 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 15 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.
Notes will be sold at the selling price specified in this pricing supplement. The Purchasing Agent shall purchase notes from The Dow Chemical Company at the selling price less the applicable gross concession specified in this pricing supplement. The Purchasing Agent may resell the notes it purchases to the agents and selected dealers at the selling price less a concession that, at the discretion of the Purchasing Agent, may be less than or equal to the gross concession received by the Purchasing Agent. Notes purchased by the agents and selected dealers on behalf of level-fee investment advisory accounts may be sold to such accounts at the selling price less the applicable concession, and such agents and selected dealers shall not retain, as compensation, any portion of such concession applicable to such selling agents and dealers. In that instance, the Purchasing Agent may retain the portion of the gross concession applicable to the Purchasing Agent.
26054MKJ9 $6,051,000.00 100% 3.150% $5,860,393.50 6.350% Semi-Annual 12/15/2055 06/15/2026 $31.22 Yes Senior Unsecured Notes
Redemption Information: Callable at 100.00% on 06/15/2026 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 Company, in whole or in part, on the interest payment date occurring on 06/15/2026 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 15 nor more than 60 days prior notice to the noteholder and the trustee, as described in the prospectus.
Notes will be sold at the selling price specified in this pricing supplement. The Purchasing Agent shall purchase notes from The Dow Chemical Company at the selling price less the applicable gross concession specified in this pricing supplement. The Purchasing Agent may resell the notes it purchases to the agents and selected dealers at the selling price less a concession that, at the discretion of the Purchasing Agent, may be less than or equal to the gross concession received by the Purchasing Agent. Notes purchased by the agents and selected dealers on behalf of level-fee investment advisory accounts may be sold to such accounts at the selling price less the applicable concession, and such agents and selected dealers shall not retain, as compensation, any portion of such concession applicable to such selling agents and dealers. In that instance, the Purchasing Agent may retain the portion of the gross concession applicable to the Purchasing Agent.


Trade Date: Monday, December 15, 2025 @ 12:00 PM ET
The Dow Chemical Company InterNotes
Settle Date: Thursday, December 18, 2025*
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades settle flat and clear SDFS: DTC Book Entry only
The Dow Chemical Company
2211 H.H. Dow Way
Midland, Michigan 48674
DTC Number 0235 via RBC Dain Rauscher Inc
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.
*It is expected that delivery of the notes will be made against payment therefor on or about December 18, 2025, which is the third business day following the trade date (such settlement cycle being referred to as "T+3"). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the notes who wish to trade the notes prior to the business day before delivery should consult their own advisors.
Capitalized terms used in this pricing supplement that are defined in the InterNotes prospectus supplement (the "Prospectus Supplement") shall have the meanings assigned to them in the Prospectus Supplement unless otherwise defined herein.
Legal Matters:
In the opinion of Shandell S. Massey, Senior Managing Counsel and Director, Office of the Corporate 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 July 25, 2025, filed in the Company's Current Report on Form 8- K dated July 25, 2025 and incorporated by reference as Exhibit 5.2 to the Company's registration statement on Form S-3 ASR (File No. 333-288028-01).
InterNotes® is a registered trademark of InspereX Holdings LLC. All Rights Reserved.

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