Dow Chemical Launches $1 Billion Debt Restructuring Tender Offer for Financial Optimization

### Dow Chemical Initiates Strategic Debt Restructuring

Dow Chemical Company, through its subsidiary TDCC, announces a significant cash tender offer to acquire up to $1 billion in certain debt securities. This strategic move encompasses debt instruments from TDCC itself as well as its wholly owned subsidiaries, Rohm and Haas Company and Union Carbide Corporation. The tender offer, outlined in the Offer to Purchase dated February 25, 2025, includes specific limits for acceptance, highlighting TDCC’s targeted approach to managing its debt portfolio. Notably, the offer allows for up to €500 million for TDCC's 0.500% Notes due 2027 and $100 million for its 9.400% Notes due 2039, exclusive of accrued interest.

The tender offer is contingent upon several conditions that TDCC must meet, including the Financing Condition and the absence of any adverse legal or market developments. This stipulation underscores the company's cautious yet proactive stance in navigating the complexities of the financial landscape. Furthermore, TDCC retains the right to modify the Tender Cap and acceptance sublimits, reflecting an agile approach to debt management without necessarily extending the withdrawal date unless legally mandated. With the early participation date set for March 10, 2025, and the final expiration on March 25, 2025, TDCC aims to optimize its capital structure while ensuring liquidity and flexibility in its financial operations.

By undertaking this tender offer, Dow Chemical not only aims to enhance its balance sheet but also signals its commitment to maintaining a robust financial position amidst fluctuating market conditions. The pricing mechanism for the securities involved will be based on fixed spreads to certain reference benchmarks, ensuring transparency and fairness in the transaction. This strategic initiative aligns with Dow's broader objectives of effective capital management and operational efficiency, positioning the company favorably for future growth and investment opportunities.

In addition to the tender offer, Dow Chemical's decision reflects a broader trend within the chemical industry toward proactive financial management. By focusing on debt optimization, companies can navigate the challenges posed by economic volatility and changing market demands. This initiative serves as a testament to Dow's commitment to sustainable financial practices and long-term stability.

Overall, TDCC’s tender offer represents a calculated step in reinforcing its financial health, while also demonstrating the company's readiness to adapt to the evolving economic landscape. Dow Chemical continues to prioritize strategic financial decisions that support its growth trajectory and operational excellence within the competitive chemical sector.