8-K

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): May 12, 2020

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	Delaware	38-1285128
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000

Not applicable

(Former name or former address, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: None

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).

Emerging growth company  ☐

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 replace its previously provided legality opinion with respect to its Dow Internotes, which may be offered and sold from time to time as described in the prospectus supplement dated July 26, 2019, relating to the Dow Internotes. The Dow Internotes 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. 333-232862-01) (the “Registration Statement”) filed with the Securities and Exchange Commission. The Company incorporates by reference the exhibits filed herewith into the Registration Statement. 

Item 9.01 Financial Statements and Exhibits.

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

EXHIBIT INDEX

Exhibit No.		Exhibit Description
	5.1	Opinion of Jonathan Wendt, Managing Counsel and Assistant Secretary of the Company, as to the legality of the Dow Internotes.
	23.1	Consent of Jonathan Wendt, Managing Counsel and Assistant Secretary of the Company (included in Exhibit 5.1).

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SIGNATURE

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

THE DOW CHEMICAL COMPANY

Date: May 12, 2020

/s/ RONALD C. EDMONDS

Ronald C. Edmonds

Controller and Vice President of Controllers and Tax

3

EX-5.1

Exhibit 5.1

May 12, 2020

The Dow Chemical Company

2211 H.H. Dow Way

Midland, Michigan 48674

Ladies and Gentlemen:

I am Managing Counsel and Assistant Secretary of The Dow Chemical Company, a Delaware corporation (the “Company”), and I and other members of the Company’s legal department have represented the Company in connection with the issuance and sale by the Company of its Dow InterNotes® (the “Securities”), pursuant to the Indenture dated as of July 26, 2019 (the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”).

In rendering the opinion expressed below, I have examined (or caused to be examined) the following:

(i) the Seventh Amended and Restated Certificate of Incorporation of the Company;

(ii) the Amended and Restated Bylaws of the Company;

(iii) the Indenture; and

(iv) the selling agent agreement, July 26, 2019, among the Company and Incapital LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and Wells Fargo Clearing Services LLC, as agents (the “Selling Agent Agreement”).

I have also examined (or caused to be examined) originals or certified copies of resolutions of the Board of Directors and/or authorization policies of the Company and such other documents, corporate records, certificates of public authorities, and other documents and instruments as I have deemed necessary or advisable for the purpose of rendering the opinion hereinafter expressed. In such examination, I have assumed (i) the due execution and delivery, pursuant to the due authorization, of the Selling Agent Agreement and the Indenture by all parties thereto other than the Company, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted as originals and the conformity to originals of documents submitted as copies, and (iv) the legal capacity of all natural persons executing the Selling Agent Agreement and the Indenture. As to various questions of fact that are material to the opinion hereinafter expressed, I have, when such facts were not independently established by me, relied upon the representations and certificates of officers of the Company and of public officials.

Based upon the foregoing and upon such investigations as I have deemed necessary, and subject to the qualifications hereinafter set forth, it is my opinion that when the terms of the Securities have been established by authorized officers or representatives of the Company and when the Securities have been completed, executed and issued by the Company, authenticated by the Trustee pursuant to the Indenture and delivered against payment of the consideration therefor in accordance with the provisions of the Selling Agent Agreement, the Securities will be duly authorized and constitute 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.

The opinion expressed above is subject to the effect of (a) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers) and (b) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

I do not purport to be an expert on, or to express any opinion concerning matters under or involving any law other than the law of the State of New York and the General Corporation Law of the State of Delaware. The opinion expressed in this letter is based upon the laws in effect on the date hereof, and I assume no obligation to revise or supplement this opinion should such laws be changed by legislative action, judicial decision, or otherwise.

I hereby consent to the incorporation by reference of this opinion as an Exhibit 5 to the Company’s Form S-3 ASR Registration Statement (File No. 333-232862-01) and to the reference to me under the caption “Legal Matters” in any prospectus supplement relating to the Securities. In addition, if a pricing supplement relating to the offer and sale of any Security or Securities is prepared and filed by the Company with the Securities and Exchange Commission on this date or a future date and the pricing supplement contains a reference to this opinion substantially in the form set forth below, this consent shall apply to the reference to my opinion and to the reference to me as providing such opinion in substantially such form:

“In the opinion of Jonathan Wendt, 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 May 12, 2020, filed in the Company’s Current Report on Form 8-K dated May 12, 2020 and incorporated by reference as Exhibit 5.1 to the Company’s registration statement on Form S-3 ASR (File No. 333-232862-01).”

In giving such consents, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Jonathan Wendt

Jonathan Wendt

Managing Counsel and Assistant Secretary

XML

Document and Entity Information	May 12, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	DOW CHEMICAL CO /DE/
Entity Central Index Key	0000029915
Amendment Flag	false
Document Type	8-K
Document Period End Date	May 12, 2020
Entity File Number	001-03433
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-1285128
Entity Address, Address Line One	2211 H.H. Dow Way
Entity Address, City or Town	Midland
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48674
City Area Code	989
Local Phone Number	636-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
0.500% Notes due March 15, 2027 [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	0.500% Notes due March 15, 2027
Trading Symbol	DOW/27
Security Exchange Name	NYSE
1.125% Notes Due March 152032 [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	1.125% Notes due March 15, 2032
Trading Symbol	DOW/32
Security Exchange Name	NYSE
1.875% Notes Due March 152040 [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	1.875% Notes due March 15, 2040
Trading Symbol	DOW/40
Security Exchange Name	NYSE
4.625% Notes Due October 12044 [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	4.625% Notes due October 1, 2044
Trading Symbol	DOW/44
Security Exchange Name	NYSE