DuPont de Nemours (DD) 10-K risk factor changes: FY2025 vs FY2024

If the [removed: intended distribution of the Electronics FutureCo,] [added: Qnity Distribution,] together with certain related transactions, [added: including the cash distribution Qnity made to DuPont prior to the Qnity Distribution,] were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.

[removed: It is expected that] DuPont [removed: will receive a tax] [added: received an] opinion [removed: from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel,] [added: of counsel] as a condition to the [removed: distribution,] [added: Qnity Distribution,] in form and substance acceptable to DuPont, substantially to the effect that, among other things, [removed: such distribution] [added: the Qnity Distribution] along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the [removed: “Code,”] [added: “Code”,] and such opinion, the “Tax Opinion”).

The Tax Opinion [removed: is expected to rely] [added: relied] on certain facts, assumptions, and undertakings, and certain representations from DuPont and [removed: the Electronics FutureCo,] [added: Qnity,] regarding the past and future conduct of each of their respective businesses and other matters.

Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the [removed: distribution] [added: Qnity Distribution] and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the [removed: distribution] [added: Qnity Distribution] should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.

If the [removed: distribution] [added: Qnity Distribution] and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

Generally, corporate taxes resulting from the failure of the [removed: distribution] [added: Qnity Distribution] to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.

Under [removed: a tax matters agreement expected to be entered into] [added: the Tax Matters Agreement, effective as of November 1, 2025,] between DuPont and [removed: the Electronics FutureCo,] [added: Qnity (the “Electronics Tax Matters Agreement”),] the responsibility for such taxes may be allocated between [removed: the FutureCos] [added: DuPont and Qnity] under certain circumstances and each [removed: FutureCo] [added: of DuPont and Qnity] may be obligated to indemnify the other against any such taxes imposed on it.

To the extent that DuPont is responsible for any liability as a result of the failure of the [removed: distribution] [added: Qnity Distribution] and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in [added: subsequent] reporting [removed: periods following the Intended Electronics Separation.][added: periods.]

Risks Relating to the [added: Qnity Distribution,] M&M Divestitures, N&B [removed: Transaction and] [added: Transaction,] the [removed: Dow] [added: DWDP Distributions] and [removed: Corteva Distributions][added: the Aramids Divestiture]

DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility & Materials business to Celanese and divestiture of the [removed: Delrin® business] [added: Delrin® business] to TJC (the [removed: "M&M Divestitures"),] [added: “M&M Divestitures”),] fail to qualify for their intended tax treatment.

[removed: The conclusions of the IRS private] letter ruling were based, among other things, on various factual assumptions DuPont authorized and representations DuPont made to the IRS.

Under the Tax Matters Agreement by and [removed: between DuPont with] [added: among DuPont,] N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.

DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the [removed: separations and] DWDP Distributions.

After the [removed: separations and] DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.

In connection with the [removed: separations and] DWDP Distributions, DuPont, Dow and Corteva [removed: have] entered into a Tax Matters Agreement, as amended (the [removed: "DWDP] [added: “DWDP] Tax Matters [removed: Agreement"),] [added: Agreement”),] that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.

If Dow or Corteva are unable to pay any prior period taxes for which it is [removed: responsible,] [added: responsible;] however, DuPont could be required to pay the entire amount of such taxes, and such amounts could be significant.

In connection with the [removed: separations and] DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.

Pursuant to the DWDP Separation and Distribution Agreement, the [removed: DWDP] Employee Matters Agreement, [added: effective as of April 1, 2019, among DuPont, Dow] and [added: Corteva, and] the DWDP Tax Matters Agreement (collectively, the “Core [removed: Agreements”) with Dow and Corteva,] [added: DWDP Agreements”),] as well as the Letter [removed: Agreement] [added: Agreement, effective as of June 1, 2019,] between DuPont and [removed: Corteva,] [added: Corteva (the “Letter Agreement”),] DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.

Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the [removed: distributions,] [added: DWDP Distributions,] and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other [added: remedies.]

Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses [added: in connection with the DWDP Distributions] not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core [added: DWDP] Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.

Dow and/or Corteva, as applicable, have agreed to indemnify it for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, [removed: and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations.]

Generally, as described in Litigation, Environmental Matters and [removed: Indemnifications,] [added: Indemnifications in Note 16 to the Consolidated Financial Statements,] losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products [removed: business,] [added: business] (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.

Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from EIDP’s development, testing, manufacture or sale of per- or polyfluoroalkyl [removed: substances,] [added: substances] (“PFAS Stray Liabilities”), that are not otherwise defended and indemnified by Chemours.

At December 31, [removed: 2024,] [added: 2025,] the Company has recorded an indemnification liability related to Stray Liabilities.

Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such [removed: activities] [added: estimates] are dependent on [added: several factors, including] the [added: complexity of the geology; the] nature of and activity at specific sites; [added: the type of remedy;] new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; [added: the outcome of discussions with regulatory agencies] and [added: other potentially responsible parties (“PRPs”) at multi-party sites; and] the [removed: presence] [added: number of,] and financial viability [removed: of] [added: of,] other [removed: potentially responsible parties.][added: PRPs.]

At December 31, [removed: 2024,] [added: 2025,] the Company had recorded indemnification assets related to Stray Liabilities and other matters.

[removed: Although the Company believes it is remote, there] [added: There] can be no assurance that any such [removed: third-party] [added: third party] would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment.

Even if recovery from the [removed: third-party] [added: third party] is ultimately successful, DuPont may be temporarily required to bear these losses.

See discussion of the Core [added: DWDP] Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.

On January 22, 2021, DuPont, [removed: Corteva] [added: Corteva, EIDP] and Chemours entered into a [added: Memorandum of Understanding (the “MOU”), setting forth a] cost sharing arrangement related to future eligible PFAS costs.

While the cost sharing arrangement [added: under the MOU] related to future PFAS eligible costs reduces uncertainty, [removed: its] [added: the] ultimate impact on the Company depends on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing [removed: arrangement;] [added: arrangement among] the [added: parties to the MOU; the] outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations, including under Comprehensive Environmental Response, Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties [added: to the MOU] of their respective obligations under the cost sharing arrangement.

If the [removed: completed distribution of] Corteva [added: Distribution] or [removed: Dow,] [added: the Dow Distribution,] in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax and indemnification liability.

The completed [removed: distributions of Corteva and Dow] [added: DWDP Distributions] were each conditioned upon the receipt of an opinion [removed: from Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s tax counsel,] [added: of counsel] regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code (such opinions, the “DWDP Tax Opinions”).

Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine on audit that either, or both, of the [removed: distributions] [added: DWDP Distributions] and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the [removed: distributions] [added: DWDP Distributions] should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the DWDP Tax Opinions.

Even if [removed: a distribution] [added: the Corteva Distribution or the Dow Distribution] otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the DWDP Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or Corteva, as relevant.

Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that [removed: a distribution] [added: the Corteva Distribution, the Dow Distribution] or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or undertakings was not correct or that [removed: a distribution] [added: the Corteva Distribution or the Dow Distribution] should be taxable for [removed: other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS Ruling.]

However, if [removed: a distribution] [added: the Corteva Distribution or the Dow Distribution] fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the [removed: distributions,] [added: DWDP Distributions,] then under the DWDP Tax Matters Agreement, the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the [removed: distribution of Dow,] [added: Dow Distribution,] and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the [removed: distribution of Corteva.][added: Corteva Distribution.]

Furthermore, under the terms of the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either [removed: distribution] [added: of the DWDP Distributions] to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such [removed: party's] [added: party’s] affiliates’, stock, assets or business, or any breach of such [removed: party's] [added: party’s] representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the DWDP Tax Opinions, regarding the tax-free status of the [removed: distributions] [added: DWDP Distributions] and certain related transactions.

Supply chain and operational disruptions, including those [removed: as a result of pandemics and climate change, and volatility in energy] [added: that affect the Company's customers] and [removed: raw material costs,] [added: suppliers,] could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.

Supply chain [added: and operational] disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, [removed: including hurricanes] [added: manmade disasters, perceived] or [removed: flooding that impact coastal regions, and] [added: actual] global health risks or [removed: pandemics] [added: pandemics, governmental, legislative or regulatory actions, or other business continuity events,] could [removed: seriously harm] [added: adversely affect] the [removed: Company’s] [added: Company's] operations as well as the operations of [removed: the Company’s] [added: its] customers and suppliers.

Pursuant to the Electronics Tax Matters Agreement, any such additional tax liabilities incurred by DuPont (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage, as defined in the Separation and Distribution Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Separation and Distribution Agreement”).

The Applicable Percentage for DuPont is 56 percent and for Qnity is 44 percent.

The conclusions of the IRS private

Pursuant to the Electronics Tax Matters Agreement, such additional tax liabilities described in the preceding two sentences (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.

Pursuant to the Electronics Tax Matters Agreement, any tax liabilities allocated to DuPont pursuant to the DWDP Tax Matters Agreement will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.

and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations.

Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than our accruals.

In connection with the Qnity Distribution, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Qnity.

If DuPont is required to make payments pursuant to these indemnities to Qnity, DuPont may need to divert cash to meet those obligations, and the Company’s financial results could be negatively impacted.

In addition, certain liabilities (including Qnity’s Applicable Percentage of any Legacy Liabilities (as defined in the Electronics Separation and Distribution Agreement)) are allocated to or retained by Qnity through assumption or indemnification of DuPont.

These indemnities may not be sufficient to insure the Company against the full amount of liabilities allocated to or retained by it, and Qnity may not be able to satisfy its indemnification obligations in the future.

The Company’s results of operations could be adversely affected if Qnity cannot or does not perform such obligations.

Pursuant to the Electronics Separation and Distribution Agreement, the Employee Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity, and the Electronics Tax Matters Agreement (collectively, the “Core Electronics Agreements”), DuPont has agreed to assume, and indemnify Qnity for, certain liabilities.

Payments pursuant to these indemnities may be significant and could negatively impact the Company’s business.

Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Qnity pursuant to the Core Electronics Agreements and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.

Qnity has agreed to indemnify DuPont for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, and Qnity may not be able to fully satisfy its indemnification obligations.

In addition, the Electronics Separation and Distribution Agreement and that certain assignment agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Legacy Liabilities Assignment Agreement”) provide that, among other things, each of DuPont and Qnity are responsible for their respective Applicable Percentage of certain legacy and other liabilities (including Legacy Liabilities (as defined in the Corteva Letter Agreement), funding obligations of DuPont under the MOU, legacy PFAS liabilities and liabilities related to businesses and operations of DuPont that were previously discontinued or divested).

However, there can be no assurance that Qnity would have adequate resources to satisfy its obligations in full when due under the Core Electronics Agreements or Legacy Liabilities Assignment Agreement.

Even if ultimately satisfied in full, DuPont may be temporarily required to bear these losses.

Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows.

other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS Ruling.

Pursuant to the Electronics Tax Matters Agreement, any tax liabilities allocated to DuPont pursuant to the DWDP Tax Matters Agreement will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.

The timing and outcome of the Aramids Divestiture is subject to risk and uncertainties.

The Aramids Divestiture is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals.

Factors that could affect DuPont’s ability to realize the anticipated benefits from the Aramids Divesture include, but are not limited to: (i) the parties’ ability to meet expectations regarding the timing, completion (if at all), accounting and tax treatment of the proposed transaction, including (x) any failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the proposed transaction, and (z) risks and costs and pursuit and/or implementation, timing and impacts to business operations of the separation of business lines in scope for the proposed transaction; and (ii) the impact of the Aramids Equity Consideration on DuPont’s results of operations.

DuPont’s operations require the continued availability of energy and raw materials and rely on third-party suppliers, contract manufacturers and service providers.

The Company’s supply chains are complex and extend across multiple countries in all regions of the world, and, therefore, are subject to global economic and geopolitical dynamics and risks.

Depending on the length and severity of disruption, DuPont's ability to meet demand and its commitments to customers and suppliers; and access the liquidity markets could be seriously impacted and adversely affect the Company's operating profit or cash flows.

In November 2025, DuPont entered a $500 million ASR transaction under the $2B Authorization.

See Liquidity & Capital Resources for more information regarding the $500 million ASR transaction.

disruptions.

Following the Qnity Distribution, the Minimum EBITDA (as defined in the Letter Agreement) in respect of DuPont is reset at $1.4 billion.

Risks related to recent trade disputes, responsive actions, investigations by foreign governments, regulations and policies could have an adverse impact on our operations and reduce the competitiveness or availability of our products relative to local and global competitors.

The extent, duration or escalation in specific trade tensions, such as between the U.S. and China, or in the global trade conflict more broadly, could be harmful to global economic growth, increase market uncertainty and volatility and adversely impact the Company’s business in or with China or other countries.

The resulting impact on general economic conditions and on DuPont’s business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and DuPont’s ability to change its supply chains or otherwise execute its sourcing model to offset the effects of the tariffs and other trade barriers.

In addition, the Company is subject to export control and economic sanctions laws and regulations that restrict the delivery of some products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses.

These restrictions have and may in the future prohibit the transfer of certain of DuPont’s products, services and technologies, and have and may in the future require us to obtain a license from the U.S. government before delivering the controlled item or service.

Obtaining export licenses may be difficult, costly and time-consuming, and DuPont may fail to receive licenses it applies for on a timely basis or at all.

The Company must also comply with export control and economic sanctions laws and regulations imposed by other countries.

DuPont’s export and trade control compliance program may be ineffective or circumvented, exposing us to legal liabilities.

Risks related to the Intended Electronics Separation

DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Electronics Separation, if the Intended Electronics Separation is effected at all.

The success of the Intended Electronics Separation ultimately depends on, among other things, DuPont's ability to internally separate the Electronics business in a manner that facilitates the Intended Electronics Separation on a U.S. federal income tax-free basis and enables the future Electronics company as well as “new” DuPont, as a diversified industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their respective industries.

DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate, procurement and functional services and costs across all of its businesses.

While the Intended Electronics Separation is expected to create dis-synergies, the intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.

The separation and distribution transactions necessary to effectuate the Intended Electronics Separation will be complex, costly and time-consuming, and are subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended Electronics Separation.

These include, but are not limited to:

- delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation;

- unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders;

- difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects;

- costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs;

- the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as a result of the devotion of management’s attention to the Intended Electronics Separation;

- the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation;

- unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies;

- impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders;

- tax costs or inefficiencies associated with the Intended Electronics Separation; and

- potential negative reactions from the financial markets if the Company fails to complete the Intended Electronics Separation, as currently expected, within the anticipated time frame or at all.

If the Intended Electronics Separation is completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than DuPont is today.

As a result, the FutureCos may be more vulnerable to changing market conditions, be subject to costs that exceed the Company’s estimates and the Intended Electronics Separation may result in existing shareholders divesting the stock of the FutureCos where investment strategies no longer align, which may affect the market price of the respective FutureCos’ common stock following the consummation of the Intended Electronics Separation.

Each of these risks may diminish the benefits the Company expects to realize from the Intended Electronics Separation.

Further, if the Intended Electronics Separation is ultimately not consummated, the anticipated benefits, operational efficiencies, business opportunities and growth prospects may not be realized fully or at all, or may take longer to realize than expected, and the value of common stock, the revenues, levels of expenses and results of operations of each of the FutureCos may be adversely affected.

In addition, the Company will have incurred costs (which may be significant) without realizing the benefits of such transaction.

The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital.

The Intended Electronics Separation may have the effect of, among other things:

- requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinance, repayment, redemption, repurchase or exchange of the Company’s outstanding debt, and payment of costs associated with the Intended Electronics Separation, which will reduce funds the Company has available for other purposes;

- exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are issued at variable rates;

- increasing the borrowing costs associated with the re-allocation or taking on of new debt; and

- although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased borrowing costs to the Company.

DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses and access to the debt capital markets.

Further, DuPont is considering potentially repaying, redeeming, repurchasing or exchanging some or all of its senior notes, of which there are about $7.2 billion aggregate principal amount outstanding, with maturities in 2025, 2028, 2038 and 2048.

If the Company’s ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there may be a significant negative effect on the Company’s liquidity.

If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the Company’s current operations, activities under its current and future stock buyback programs, and the Company’s growth opportunities, which could adversely affect the Company’s operating results.

remedies.

The Company’s manufacturing processes and operations depend on the continued availability of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the Company’s control, including potential legislation to address climate change by reducing greenhouse gas emissions, creating a carbon tax or implementing a cap and trade program which could create increases in costs and price volatility.

Operational changes and transition to renewable energy sources to meet country, NGO and corporate-level net-zero GHG emissions pledges and related decarbonization technology investments, may require the Company to make significant capital investments, re-qualify its

products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses.

Climate change increases the frequency and severity of potential supply chain and operational disruptions from weather events and natural disasters.

The chronic physical impacts associated with climate change, for example, increased temperatures, changes in weather patterns and rising sea levels, could significantly increase costs and expenses and create additional supply chain and operational disruption risks.

DuPont’s manufacturing operations may be adversely affected by impacts of pandemics including government actions and other responsive measures, quarantines and health and availability of essential onsite personnel.

DuPont is unable to predict the extent of pandemic related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments.

As of December 31, [removed: 2024,] [added: 2025,] the Company has [removed: $1.6] [added: $1.7] billion of net working capital and [removed: $1.9] [added: $0.7] billion in cash and cash equivalents.

[removed: Intended Electronics] [added: Electronics] Separation

On November 1, 2022, [removed: (the "Transaction Date")] DuPont completed the previously announced divestiture of the majority of the [removed: historic] [added: historical] Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”).

DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent [removed: non-controlling] [added: noncontrolling] equity interest in Derby Group Holdings LLC, (“Derby”).

The Delrin® Divestiture together with the [removed: M&M Divestiture] [added: divestiture of the majority of the historic Mobility & Materials segment in 2022] (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.

[removed: For] [added: The activity for] the year ended December 31, [removed: 2023, the] [added: 2025, 2024 and 2023] Consolidated Statements of Cash Flows present the cash flows of the [removed: Delrin® Divestiture] [added: Aramids Business and the Electronics Business] as [added: discontinued operations.]

The comprehensive income [removed: of] [added: related to] the M&M [removed: Businesses have] [added: Businesses, Aramids Business, and Electronics Business has] not been segregated and are included in the Consolidated Statements of Comprehensive Income, [removed: respectively,] for [removed: all periods presented.][added: the years ended December 31, 2025, 2024 and 2023, as applicable.]

Unless otherwise indicated, the information in the [removed: notes] [added: Notes] to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of [removed: the M&M Businesses.][added: discontinued operations]

See Note [removed: 4] [added: 3] to the Consolidated Financial Statements for additional information.

Donatelle [removed: Plastics] Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC [removed: ("Donatelle Plastics"),] [added: ("Donatelle"),] for a net purchase price of $365 million (the "Donatelle [removed: Plastics] Acquisition") which includes immaterial adjustments for acquired cash and net working capital.

The net purchase price also [removed: includes] [added: included] the estimated fair value for a contingent earn-out liability of $40 million.

Donatelle [removed: Plastics] is a medical device company specializing in the design, development and manufacture of medical components and devices.

Donatelle [removed: Plastics] [added: is] part of [removed: Industrial Solutions] [added: Healthcare Technologies] within the [removed: Electronics] [added: Healthcare] & [removed: Industrial] [added: Water Technologies] segment.

On August 1, 2023, the Company completed the [removed: previously announced] acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”).

[removed: Joint] [added: *New Jersey] Settlement [removed: Agreement][added: Agreement*]

As of December 31, [removed: 2024,] [added: 2025,] the Company has recorded an indemnification liability of [removed: $222] [added: $185] million in connection with the cost sharing arrangement related to future eligible PFAS costs.

Total pre-tax charges of [removed: $46] [added: $235] million, [removed: $487] [added: $46] million and [removed: $96] [added: $487] million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively, in the Company's Consolidated Statements of Operations.

The [removed: increase] [added: decrease] in pre-tax charges for the year ended December 31, [removed: 2023, are] [added: 2024 compared to 2023 is] primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S. public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”).

The [added: settlement became final in the second quarter 2024 and the] Company’s total contribution, including interest, of $408 million [removed: has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the Consolidated Balance Sheets as of December 31, 2024, as the settlement became final] [added: was paid] in [removed: the second quarter] 2024.

See Note [removed: 16] [added: 21] of the Consolidated Financial Statements for additional information.

Share Buyback [removed: Program][added: Programs]

In the [removed: first] [added: fourth] quarter [removed: 2024,] [added: of 2025,] the Company’s Board of Directors approved a new share repurchase [removed: program authorizing the repurchase and retirement] [added: authorization] of up to [removed: $1] [added: $2] billion of common stock (the [removed: "$1B Share Buyback Program”).][added: “$2B Authorization”).]

Under the [removed: $1B Share Buyback Program,] [added: $2B Authorization,] repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including [removed: additional ASR agreements in accordance with applicable federal securities laws.][added: accelerated share repurchase (“ASR”) transactions.]

In total, the Company repurchased [removed: 6.9] [added: 12.2] million shares at an average price of [removed: $71.96] [added: $40.89] per share under the [removed: Q1 2024] [added: Q4 2025] ASR Transaction.

See the discussion under Liquidity and Capital Resources starting on page [removed: [47](#i598f53debd07405b8eb82a533e35698b_51078)] [added: 44] for more information.

The Company recorded total excise tax of [removed: $8] [added: $4] million and [removed: $21] [added: $8] million, respectively, as [removed: a reduction] [added: an increase] to [removed: retained earnings] [added: accumulated deficit] for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in [removed: our] [added: the] Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements [removed: ("2022 Swaps")] [added: (the “2022 Swaps”)] with an aggregate notional principal amount totaling [removed: $1] [added: $1.0] billion to hedge changes in the fair value of the Company’s [removed: long-term debt] [added: fixed-rate notes] due [added: 2038 attributable] to interest rate change movements.

These swaps [removed: converted $1 billion of] [added: effectively convert interest on] the [removed: Company’s $1.65 billion principal amount] [added: hedged portion] of [removed: fixed rate notes due] [added: the] 2038 [removed: into] [added: Notes to a] floating rate [removed: debt for the portion of their terms through 2032 with an interest rate] based on the Secured Overnight Financing Rate [removed: ("SOFR").][added: ("SOFR") through November 2032.]

As a result of the announced redemption, the Company dedesignated the [removed: then] current hedging relationship.

At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of [removed: debt.][added: debt recorded in "Sundry income (expense) – net" in the Consolidated Statements of Operations.]

The remaining [added: $49 million] basis adjustment is amortized to [removed: interest expense] [added: "Interest expense" in the Consolidated Statements of Operations] over the remaining term of the 2038 Notes.

The basis adjustment amortization [added: recorded to "Interest expense" in the Consolidated Statement of Operations] for the year [added: ended] December 31, 2024 was $1 million.

In [removed: June 2024,] [added: addition to] the [added: 2022 Swaps, the] Company entered into two [removed: forward-starting fixed-to-floating] [added: forward‑starting fixed‑to‑floating] interest rate swap agreements [removed: (“2024 Swaps”) to hedge the changes] in [removed: the fair value of the Company’s long-term debt due to interest rate change movements.][added: June 2024 (the “2024 Swaps”) that were not designated as hedging instruments.]

DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of [removed: $199] [added: $147] million inception-to-date, recognized in "Restructuring and asset related charges [removed: -] [added: –] net" in the Company's Consolidated Statements of Operations, comprised of [removed: $114] [added: $89] million of severance and related benefit costs and asset related charges of [removed: $85] [added: $58] million.

At December 31, [removed: 2024,] [added: 2025,] total liabilities related to the 2023-2024 Restructuring Program were [removed: $47] [added: $10] million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

[removed: DuPont] [added: The Company] recorded [added: a] pre-tax [removed: charges] [added: charge] related to the 2022 Restructuring Program in the amount of [removed: $94] [added: $69] million inception-to-date, [removed: recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations,] comprised of [removed: $80] [added: $55] million of severance and related benefit costs and asset related charges of $14 million.

At December 31, [removed: 2024,] [added: 2025,] total liabilities related to the [removed: 2022] [added: 2023-2024] Restructuring Program were [removed: $1] [added: $10] million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

[removed: The] [added: Actions related to the] 2022 Restructuring Program [removed: is considered substantially] [added: are] complete.

| In millions | | | [removed: *2024*] [added: *2025*] | | | [removed: *2023*] [added: *2024*] | | | [removed: *2022*] [added: *2023*] | | |

On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”).

As a result, the financial results of the divested Electronics Business are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

Aramids Divestiture

On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC LP, (“TJC”), in return for pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $300 million and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the future Arclin holding company that will hold the Arclin global materials business and the Aramids business being divested.

The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals.

As a result, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

2025 Segment Realignments

Effective in the first quarter of 2025, in preparation for the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reported financial results by segment, (the "Q1 2025 Segment Realignment").

As a result, starting in the first quarter of 2025 and until the Electronics Separation, the businesses separated as part of the Electronics Separation were reported separately from the Industrials businesses of DuPont.

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials.

The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are reflective of the impact of the Q4 2025 Segment Realignment and reflect the two segment reporting structure for all periods presented.

The M&M Divestitures, Aramids Divestiture, and Electronics Separation represent strategic shifts with related major impacts on DuPont's operations and results and are reported as discontinued operations.

The Consolidated Financial Statements present the financial position of DuPont as of December 31, 2025 and 2024, the results of operations of DuPont for the years ended December 31, 2025, 2024 and 2023, and the Consolidated Statements of Cash Flows giving effect to the M&M Divestiture, Aramids Divestiture, and Electronics Separation as if each had occurred on January 1, 2023, with the historical financial results of the businesses divested as part of the aforementioned divestitures (the "M&M Businesses", “Aramids Business”, and “Electronics Business”) reflected as discontinued operations, as applicable.

Sinochem Acquisition

On October 10, 2025, DuPont completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem") for a net purchase price of $56 million (the “Sinochem Acquisition”).

Sinochem is a reverse osmosis manufacturer located in China and the Asia Pacific region.

Sinochem is part of Water Technologies within the Healthcare & Water Technologies segment.

Spectrum is primarily reported in the Healthcare Technologies business within the Healthcare & Water Technologies segment.

Qnity Distribution

In connection with the Qnity Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations among DuPont and Qnity, and provides a framework for DuPont’s relationship with Qnity following the Distributions.

In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:

- Separation and Distribution Agreement - entered into a Separation and Distribution Agreement (the "Electronics Separation and Distribution Agreement") that sets forth, among other things, the agreements between the Company and Qnity regarding the principal transactions necessary to effect the Qnity Distribution.

It also sets forth other agreements that govern certain aspects of the Company’s and Qnity’s ongoing relationship after the completion of the Qnity Distribution.

- Tax Matters Agreement - entered into a Tax Matters Agreement with Qnity (the “Electronics Tax Matters Agreement”).

The Electronics Tax Matters Agreement governs the Company’s and Qnity’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

- Employee Matters Agreement - entered into an Employee Matters Agreement with Qnity (the “Employee Matters Agreement”).

The Employee Matters Agreement identifies employees and employee-related liabilities (and attributable assets) contractually allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Company and Qnity as part of the Distribution and describes when and how the relevant transfers and assignments occur or will occur.

- Intellectual Property Cross-License Agreement - entered into an Intellectual Property Cross-License Agreement with Qnity, effective as of November 1, 2025 (the “IP Cross-License Agreement”).

The IP Cross-License Agreement sets forth the terms and conditions pursuant to which the Company and Qnity may use, following the Distribution, certain patents, know-how (including trade secrets), copyrights and software contractually allocated to the other party under the Electronics Separation and Distribution Agreement in the conduct of their respective businesses and natural evolutions thereof.

The Company also licenses to Qnity certain engineering, safety, health and environmental standards that are contractually allocated to the Company under the Electronics Separation and Distribution Agreement and used by Qnity’s businesses as of the Distribution.

- Transition Services Agreement - entered into Transition Services Agreements with Qnity (the “Transition Services Agreements”).

Pursuant to the Transition Services Agreements, the Company is providing certain transitional services to Qnity and Qnity is providing certain transitional services to the Company.

The companies will reimburse each other for services provided.

- Legacy Liabilities Assignment Agreement - The Company entered into an assignment agreement with Qnity, effective as of November 1, 2025 (the “Legacy Liabilities Assignment Agreement”).

Pursuant to the Legacy Liabilities Assignment Agreement, the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of any Legacy Liabilities (as defined in that certain Letter Agreement, dated as of June 1, 2019, by and between the Company (f/k/a DowDuPont Inc.) and Corteva, Inc. (the “Letter Agreement”) and any funding obligations of the Company under that certain Memorandum of Understanding, dated as of January 22, 2021, by and among the Company, Corteva, Inc., E. I. du Pont de Nemours and Company and The Chemours Company (the "MOU"), including with respect to the funding of the escrow account thereunder, will be contractually allocated to Qnity (and for which Qnity will indemnify the Company).

For more information on the Letter Agreement and the MOU, see the discussion in Note 16 to the Consolidated Financial Statements.

On December 2, 2025, DuPont and Qnity determined and agreed, pursuant to the Electronics Separation and Distribution Agreement, dated as of November 1, 2025, that the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of DuPont is 56 percent and of Qnity is 44 percent.

Post Electronics Separation Capital Structure

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") on February 17, 2022 for a purchase price of $11.0 billion in cash.

Cash received on the Transaction Date, as adjusted for preliminary and other adjustments was $11.0 billion.

These adjustments include approximately $0.5 billion of cash transferred with the M&M Divestiture for which DuPont was reimbursed at closing resulting in net proceeds of $10.5 billion.

The results of operations for the year ended December 31, 2023 present the financial results of the Delrin® Divestiture through the November 1, 2023 transaction date, as discontinued operations.

In the comparative period, the results of operations for the year ended December 31, 2022 present the financial results of the M&M Businesses as discontinued operations.

discontinued operations.

In the comparative period, the cash flows for the year ended December 31, 2022 present the financial results of the M&M Businesses as discontinued operations.

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") were not included in the scope of the M&M Divestitures.

The Retained Businesses are included in Corporate & Other.

Spectrum is part of the Electronics & Industrial segment.

Terminated Intended Rogers Acquisition

On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers Corporation (“Rogers”) as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").

Other Divestitures

In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group.

Total consideration received related to the sale was approximately $240 million.

In May 2022, a pre-tax gain of $26 million ($21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

The results of operations of the Biomaterials business unit are reported in Corporate & Other for 2022.

DuPont’s contribution of $400 million to the Water District Settlement Fund was made in the third quarter 2023 and is reflected in “Restricted cash and cash equivalents “on the Consolidated Balance Sheets as of December 31, 2023.

During 2024, the Board of Directors authorized and paid quarterly dividends of $0.38 per share to shareholders of record in the first, second, third and fourth quarters, respectively.

The Company completed its share buyback programs that were open in 2022 and 2023.

The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the first half of 2024, the Company entered and completed a $500 million ASR transaction under the $1B Share Buyback Program.

In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.

Under the terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount.

Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the Consolidated Statements of Operations.

Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.

One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR.

The other swap converted $1 billion principal amount of the 2038 Notes into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate based on SOFR.

The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value.

Fair value hedge accounting has not been applied.

The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt.

As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

The amount charged related to interest rate swaps not designated as hedges was a loss of $138 million and zero for the years December 31, 2024 and 2023, respectively.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | $ | 12,386 | | $ | 12,068 | | $ | 13,017 | |

The primary currencies for which the Company has an exchange rate exposure are the European euro ("EUR"), Chinese renminbi ("CNY"), Japanese yen ("JPY"), [removed: South Korean won ("KRW") and] Canadian dollar [removed: ("CAD").][added: ("CAD") and Indian rupee ("INR").]

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| In millions | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Foreign currency contracts | | | $ | [removed: —] [added: (10)] | | $ | [removed: 3] [added: —] | | $ | [removed: (181)] [added: (163)] | | $ | [removed: (165)] [added: (181)] | |

If the U.S. dollar weakened by 10 percent, the fair value of the net investment hedge would have been approximately [removed: $88] [added: $100] million lower as of December 31, [removed: 2024] [added: 2025] and approximately [removed: $101] [added: $88] million lower as of December 31, [removed: 2023.][added: 2024.]

If the floating rates appreciated by 10 percent, the fair value of the interest rate swaps would have been approximately [removed: $165] [added: $35] million lower as of December 31, [removed: 2024] [added: 2025] and approximately [removed: $26] [added: $165] million lower as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] no one individual customer balance represented more than five percent of the Company's total outstanding receivables balance.

Following the Company’s actions in the fourth quarter to achieve its post-Electronics capital structure, the company elected to redesignate its 2022 Interest Rate Swaps to align the swap notional with the remaining 2038 Notes.

DuPont is a Delaware corporation formed in 2015 (formerly, DowDuPont Inc.), for the purpose of effecting [removed: an] [added: the] all-stock merger of equals transactions between The Dow Chemical Company ("TDCC") and E. I. du Pont de Nemours and Company [removed: ("EID").][added: (n/k/a as EIDP, Inc., "EIDP"), which became effective on August 31, 2017.]

On June 1, 2019, the Company completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary [removed: EID,] [added: EIDP,] (the “Corteva Distribution" and together with the Dow Distribution, the “DWDP Distributions”).

At December 31, [removed: 2024,] [added: 2025,] the Company has subsidiaries in about 50 countries worldwide and manufacturing operations in about [removed: 24] [added: 20] countries.

[removed: On February 1, 2021, the Company completed] [added: -] the divestiture [added: in 2021] of the Nutrition & Biosciences (“N&B”) business to International Flavors & Fragrance Inc. (“IFF”) in a Reverse Morris Trust transaction (the “N&B [removed: Transaction”) that resulted in IFF issuing shares to DuPont stockholders.][added: Transaction”);]

See [removed: Note] [added: Part II, Item 7 Management’s Discussion & Analysis and Notes] 4 [added: and 15] to the Consolidated Financial Statements for more information.

[removed: The] [added: - the divestiture in 2023 of the] Delrin® [removed: Divestiture] [added: business, part of the historical M&M segment, to TJC LP ("TJC"), (the “Delrin® Divestiture” and] together with the M&M Divestiture, [removed: are] referred to as the [removed: “M&M Divestitures”.][added: "M&M Divestitures");]

For more [removed: information, see the discussion of Liquidity & Capital Resources in See Part II, Item 7, Management’s] [added: information see: (1) Environmental Proceedings, (2) Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations, (3) Notes 1 and 16 to the Consolidated Financial Statements.]

[removed: *Targeted Acquisitions*][added: *Acquisitions*]

On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group [removed: (“Spectrum”)] [added: ("Spectrum")] from AEA [removed: Investors (the “Spectrum Acquisition”) which is part of Industrial Solutions within the Electronics & Industrial segment.][added: Investors.]

On July 28, 2024, [removed: DuPont] [added: the Company] completed the acquisition of Donatelle Plastics, LLC [removed: ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition"), which is being integrated into Industrial Solutions within the Electronics & Industrial segment.][added: ("Donatelle").]

The M&M [removed: Divestitures] [added: Divestitures, intended Aramids Divestiture, and Electronics Separation] represent [removed: a] strategic [removed: shift] [added: shifts] with [removed: a] related major [removed: impact] [added: impacts] on DuPont's operations and results.

The Consolidated Financial Statements included in this annual report present the financial position of DuPont as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the results of operations of DuPont for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] and the Consolidated Statements of Cash Flows giving effect to the M&M [removed: Divestitures] [added: Divestitures, Aramids Divestiture, and Electronics Separation] as if [removed: it] [added: each] had occurred on January 1, [removed: 2022,] [added: 2023,] with the historical financial results of the businesses divested as part of the [removed: M&M Divestitures] [added: aforementioned divestitures] (the "M&M [removed: Businesses")] [added: Businesses", “Aramids Business”, and “Electronics Business”)] reflected as discontinued operations, as applicable.

The comprehensive income related to the M&M [removed: Businesses] [added: Businesses, Aramids Business, and Electronics Business] has not been segregated and [removed: are] [added: is] included in the Consolidated Statements of Comprehensive Income, for the [removed: year] [added: years] ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] as applicable.

Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of [removed: the M&M Businesses.][added: discontinued operations.]

The revenues and certain expenses of the M&M [removed: Businesses] [added: Businesses, Aramids Business, and Electronics Business] are classified as discontinued operations in the current and historical periods.

Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, [added: Aramids Business, and Electronics Business,] do not meet the criteria for discontinued operations and remain reported within continuing operations.

Donatelle [removed: Plastics] is a medical device company specializing in the design, development and manufacture of medical components and devices.

Spectrum is a recognized leader in [added: the] advanced manufacturing of specialty medical devices and components with a strategic focus on key therapeutic areas such as structural heart, electrophysiology, surgical robotics and cardiovascular.

Details on [removed: Electronics & Industrial's 2024] [added: Diversified Industrials 2025] net sales, by [removed: major product line] [added: business] and geographic region, are as follows:

Details on [removed: Water] [added: Healthcare] & [removed: Protection's 2024] [added: Water Technologies' 2025] net sales, by [removed: major product line] [added: business] and geographic region, are as follows:

[removed:  ][added: ]

[removed: CORPORATE & OTHER][added: CORPORATE]

Corporate [removed: & Other] [added: also] includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture.

Corporate [removed: & Other also] includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.

The costs of the M&M [removed: Businesses] [added: Businesses, Aramids Business, and Electronics Business] that are classified as discontinued operations include only direct operating expenses incurred [removed: prior to the M&M Divestiture on November 1, 2022 and costs which the Company stopped incurring upon the close of] [added: by] the [removed: Delrin® Divestiture.][added: businesses.]

A portion of these indirect costs [added: include costs] related to activities the Company [added: will or] continues to undertake post-closing of the M&M Divestitures, [added: Aramids Divestiture,] and [added: Electronics Separation, and] for which it is [added: or will be] reimbursed (“Future Reimbursable Indirect Costs”).

Future Reimbursable Indirect Costs are reported within continuing operations in Corporate [removed: & Other] but are excluded from Operating EBITDA as defined below.

Stranded Costs are reported within continuing operations in Corporate [removed: & Other] and are included within Operating EBITDA.

The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding [removed: Future Reimbursable Indirect Costs,] [added: future reimbursable indirect costs, remediation costs associated with divested businesses,] and [added: is] adjusted for significant items.

The Company provides [added: its customers with] extensive [removed: support,] [added: support and] technical [removed: services] and testing [removed: services for its customers,] [added: services,] in addition to new product [removed: development.][added: development informed by specific industry technological, sustainability and regulatory needs and evolving customer demands.]

The Company believes that its proprietary product and process technologies, robust product and application development pipelines, [added: well-known brands,] customer intimacy, global manufacturing [removed: capability] [added: capability,] and local service capability [added: help strengthen its competitive position and] enable it to compete successfully.

The prices of raw [removed: materials] [added: materials, including the price of energy,] are driven by global supply and demand.

Certain of the Company's sales are seasonal as [removed: consumer electronics and North American and European] construction [removed: end-market] [added: market] demand [added: for North America in Building Technologies] generally increases in the second and third fiscal [removed: quarters resulting in sales increases in Interconnect Solutions and Shelter Solutions, respectively.][added: quarters.]

DuPont's [removed: significant] patent estate may be leveraged to align with the Company’s strategic priorities within and across product lines.

At December 31, [removed: 2024,] [added: 2025,] the Company owned about [removed: 12,800] [added: 6,100] patents and patent applications [removed: globally.][added: globally, about 4,700 of which are associated with the Company's continuing operations.]

[removed: Approximately 80] [added: More than 70] percent of the Company’s patent estate [added: associated with its continuing operations] has a remaining term of more than 5 years.

*Trademarks:* The Company owns or licenses many trademarks that have significant recognition at the consumer retail level and/or the product line [removed: to product line] level.

Information [removed: about] [added: on] DuPont’s [removed: sustainability-related] [added: sustainability strategy and related] policies, programs, [removed: initiatives and] [added: initiatives,] goals [added: and progress] is available under Sustainability in the "About Us" section of its website.

[removed: Additional corporate] [added: Corporate] governance information, including DuPont’s amended and restated charter, amended and restated bylaws, corporate governance guidelines, Board committee charters, and code of business conduct and ethics, is available under Corporate Governance in the "For Investors" section of the Company’s website.

[removed: Through training and professional development initiatives, promoting a respectful and welcoming culture, and emphasizing the importance of health, safety and well-being, the] [added: The] Company’s aim is to create an environment that fully supports the needs of its employees providing opportunity for financial and career growth, an inclusive and collegial experience and purpose in doing work that [removed: matters.][added: matters, through:]

DuPont is a leading provider of advanced solutions that improve everyday life across healthcare, water, construction and industrial markets.

The Company is committed to helping customers advance their technology pipelines and provide solutions that address their unique challenges.

From delivering clean water to enabling medical packaging solutions which enhance safety and performance, DuPont's innovations power the essential products and technologies people rely on every day.

*Transformational Journey*

As a result of the merger, TDCC and EIDP became subsidiaries of DowDuPont Inc. (the "DWDP Merger").

The DWDP Merger aimed to combine the strengths of both companies and then realign the assets to create three more focused and streamlined public companies.

On its transformation journey from a specialty products company to a focused advanced solutions provider, DuPont has taken the following actions:

- the divestiture in 2022 of the majority of the businesses comprising the historical Materials & Mobility (M&M) segment to Celanese Corporation (the “M&M Divestiture”);

- the entry in the third quarter of 2025 into a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC, in a transaction that is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals; and

- the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025 of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”).

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials.

As a result, the Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure as described below:

- Healthcare & Water Technologies includes high-performance packaging, parts and components for medical device and biopharma markets as well as water filtration and purification technologies primarily for industrial wastewater & energy, municipal drinking water & desalination, and life sciences & specialty markets.

- Diversified Industrials includes building technologies, with a broad portfolio serving new-build and repair/remodel applications across non-residential and residential construction markets, and industrial technologies, which includes a portfolio of adhesive, wear and friction, and packaging solutions serving aerospace, automotive and printing and packaging markets.

HEALTHCARE & WATER TECHNOLOGIES


Healthcare & Water Technologies is a global leader in providing innovative high-performance products, components, and solutions across a number of industries including medical packaging, medical devices, water filtration and purification, and protective garments.

Healthcare & Water Technologies' innovation-driven portfolio addresses some of the world’s most critical challenges including an aging population and increasing complexity of high-performance medical devices, water scarcity, increasing regulatory requirements and the need for high-purity water.

The segment leverages application development expertise, specialized manufacturing capabilities, and recognized brands to support customers’ product development, scale‑up, and operational requirements across regulated and mission‑critical applications.

DuPont believes that its combination of differentiated technology, in-depth application expertise, and a commitment to quality and performance makes Healthcare & Water Technologies a preferred choice for customers seeking to develop their next-generation products.

Spectrum is primarily reported within the Healthcare Technologies business within the Healthcare & Water Technologies segment

Donatelle is part of the Healthcare Technologies business within the Healthcare & Water Technologies segment.

On October 10, 2025, the Company completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem").

Sinochem is a reverse osmosis manufacturer located in China.

Sinochem is part of the Water Technologies business within the Healthcare & Water Technologies segment.


Healthcare Technologies delivers specialized materials and product design, prototyping, and manufacturing services tailored for situations where technological advancement is paramount, and the assurance of quality and performance is required.

This business produces medical packaging, high-performance parts and components to meet stringent performance, quality, and regulatory requirements for the biopharma and medical device markets.

Key offerings include specialty components for medical devices, TYVEK® medical packaging and garments, as well as TYCHEM® protective suits.


Water Technologies operates as a pure play provider of advanced water filtration and separation solutions, including elements, modules, and systems serving primarily industrial wastewater and energy markets, municipal and desalination applications, and life sciences and specialty sectors.

Its product suite includes AMBERLITE™ ion exchange resins, FILMTEC™ reverse osmosis and nanofiltration elements and INGE™ and ITEGRATEC™ ultrafiltration modules.

Through these differentiated technologies, this business delivers reliable, high-performance solutions that meet growing global demand for efficient water purification and treatment.

DIVERSIFIED INDUSTRIALS


The Diversified Industrials segment provides engineered products and integrated solutions that enhance safety, performance, durability and operational efficiency across construction and industrial end markets, including aerospace, automotive, electric vehicles, and broader industrial markets.

The segment consists of the Building Technologies and Industrial Technologies businesses.

Diversified Industrials develops technologies designed to enhance safety, performance, and operational efficiency for customers across these end markets.

The segment leverages market-driven innovation, design capabilities, advanced manufacturing capabilities, and application development expertise, supported by a portfolio of established brands, to advance new product and solution development.

Effective August 31, 2017, pursuant to the merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("DWDP Merger Agreement"), TDCC and EID each merged with subsidiaries of DowDuPont Inc. ("DowDuPont") and, as a result, TDCC and EID became subsidiaries of DowDuPont (the "DWDP Merger").

Prior to the DWDP Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the DWDP Merger Agreement.

For purposes of DowDuPont's financial statement presentation, TDCC was determined to be the accounting acquirer in the DWDP Merger and EID's assets and liabilities are reflected at fair value as of the DWDP Merger Effectiveness Time.

Effective January 1, 2023, Corteva’s subsidiary EID changed its name to EIDP, Inc. (“EIDP”), and therefore references to EID reflect this name change as appropriate.

DuPont is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life by applying diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety.

*Significant Transformational Divestitures*

On February 18, 2022, the Company announced that it had entered an agreement on February 17, 2022, (the "Transaction Agreement") with Celanese Corporation ("Celanese") for divestiture of the majority of DuPont’s historic Mobility & Materials (“M&M”) segment, (the “M&M Divestiture”).

The Auto Adhesives & Fluids, MultibaseTM and Tedlar® product line, which were part of the historic M&M segment, are referred to as the "Retained Businesses".

On November 1, 2022, DuPont and Celanese completed the M&M Divestiture and DuPont received cash proceeds of $11 billion which was subject to transaction adjustments in accordance with the Transaction Agreement.

As part of its announcement on February 18, 2022 regarding the M&M Divestiture, DuPont also announced the Board of Directors' approval for the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture").

On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”).

*Intended Electronics Separation*

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of a tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

*Financial Flexibility and Return of Excess Capital*

Following the M&M Divestiture, in November 2022, DuPont redeemed in full $2.5 billion in fixed-rate long term senior unsecured notes due November 2023.

Following the announcement of the Previously Intended Business Separations, in the second quarter 2024, DuPont completed a partial redemption of $650 million aggregate principal amount of its 2038 Notes and entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.

In the fourth quarter of 2022, DuPont's Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock, (the "$5B Share Buyback Program”).

In the third quarter 2023, the Company completed the repurchase and retired a total of 46.8 million shares of common stock with $250 million of such repurchases completing the $1 billion share repurchase program approved in February 2022 and the remaining $3 billion under the $5B Share Buyback Program.

In the first quarter of 2024, the Company completed the remaining $2 billion of buyback authority under the $5B Share Buyback Program repurchasing 27.9 million shares.

In the first quarter of 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”).

The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the second quarter of 2024, DuPont completed an accelerated stock repurchase transaction (“ASR") for the repurchase of about $500 million of common stock.

In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the transaction.

In connection with the Previously Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback Program.

See Note 3 to the Consolidated Financial Statements for more information.

*Water District Settlement Agreement*

In April 2024, the $1.185B Water District Settlement became final and therefore DuPont’s $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024.

See Note 16 to the Consolidated Financial Statements for additional information.

BASIS OF PRESENTATION

The Retained Businesses are not included in the scope of the M&M Divestitures and are included in Corporate & Other.

ELECTRONICS & INDUSTRIAL

Electronics & Industrial is a leading global provider of differentiated materials and component solutions for high performance computing, 5G, electric vehicles ("EV"), a broad range of consumer electronics including mobile devices, television monitors, personal computers and a variety of other industries including aerospace, defense, transportation, healthcare and medical devices.

The segment supplies industry leading materials and solutions for the fabrication of semiconductors and integrated circuits addressing multiple steps of the manufacturing process.

The segment offers a broad portfolio of semiconductor and advanced packaging materials, providing chemical mechanical planarization ("CMP") pads and slurries, photoresists and advanced coatings for lithography, removers and cleaners; dielectric and metallization solutions for advanced chip packaging; along with silicones for light emitting diode ("LED") packaging and semiconductor applications.

Electronics & Industrial also provides permanent and process chemistries for the fabrication of printed circuit boards to include laminates and substrates, electroless and electrolytic metallization solutions, as well as patterning solutions and materials and innovative metallization processes for metal finishing, decorative, and industrial applications and provides high-performance electromagnetic shielding and thermal management solutions.

With the acquisitions of Spectrum and Donatelle, Electronics & Industrial also produces specialty medical devices.

Electronics & Industrial is a leading global supplier in the packaging graphics industry providing photopolymer plates and platemaking systems used in flexographic printing and digital inks for textile, commercial and home-office printing applications.

This matter is resolved by the proposed Judicial Consent Order with the State of New Jersey reached in August 2025.

See Note 16 to the Consolidated Financial Statements for more information.

*Spruance Site, Richmond, Virginia-EPA Notice to Show Cause*

On March 25, 2025, Region 3 of EPA issued a Notice to Show Cause letter to the Company's Spruance facility in Richmond, Virginia.

The letter alleges violations of the Resource Conservation and Recovery Act ("RCRA") relating to the storage of hazardous waste at the site as well as alleged discharges of hazardous waste to the subsurface groundwater from an on-site impoundment.

The Company is engaged in discussions with the EPA regarding this matter.

*EIDP Divested Neoprene Facility, La Place, Louisiana - EPA Compliance Inspection*

In 2016, the EPA conducted a focused compliance investigation at the Denka Performance Elastomer LLC (“Denka”) neoprene manufacturing facility in La Place, Louisiana.

EIDP sold the neoprene business, including this manufacturing facility, to Denka in the fourth quarter of 2015.

Subsequent to this inspection, the U.S. Environmental Protection Agency (“EPA”), the U.S. Department of Justice (“DOJ”), the Louisiana Department of Environmental Quality (“Louisiana DEQ”), EIDP and Denka began discussions in the spring of 2017 relating to the inspection conclusions and allegations of noncompliance arising under the Clean Air Act, including leak detection and repair.

For many years, Denka, EIDP, and DuPont, as the current landlord, continued to work with the EPA, DOJ and Louisiana DEQ to achieve an amicable resolution.

On February 28, 2023, the United States Government, on behalf of the EPA, filed a lawsuit against Denka in Federal Court in Louisiana claiming that Denka’s continued chloroprene emissions constitute an imminent damage to the public.

A DuPont subsidiary is identified as a defendant in this matter simply as a landlord/property owner.

The lawsuit seeks injunctive relief requiring Denka to eliminate the alleged imminent and substantial endangerment posed by its chloroprene emissions from the facility.

In January 2025, the Court set a pre-trial schedule with an anticipated 10-day trial to begin in the second quarter 2025.

On March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Directive and Notice to Insurers to a number of companies, including Chemours, DowDuPont, EIDP, and certain DuPont subsidiaries.

NJDEP’s allegations relate to former operations of EIDP involving poly- and perfluoroalkyl substances, (“PFAS”), including PFOA and PFOA- replacement products.

The NJDEP seeks past and future costs of investigating, monitoring, testing, treating, and remediating New Jersey’s drinking water and waste systems, private drinking water wells and natural resources including groundwater, surface water, soil, sediments and biota.

The Directive seeks certain information as to future costs and information related to the historical uses of PFAS and replacement chemicals including “information ranging from use and discharge of the chemicals through wastewater treatment plants, air emissions, and sales of products containing the chemicals to current development, manufacture, use and release of newer chemicals in the state.”

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] (the last day of the registrant's most recently completed second fiscal quarter), was approximately [removed: $34] [added: $12] billion based on the New York Stock Exchange closing price on such date.

The registrant had [removed: 418,049,127] [added: 408,923,857] shares of common stock, $0.01 par value, outstanding at February 12, [removed: 2025.][added: 2026.]

Part III: Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Form 10-K.

For the year ended December 31, [removed: 2024][added: 2025]

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| | | | [Item [removed: 9B.](#icdcee239873d42d6a5337e11b6d8c157_109)] [added: 9B.](#i4c097a6d18a84c22bfe7fec3779716c4_109)] | | | [Other [removed: Information](#icdcee239873d42d6a5337e11b6d8c157_109)] [added: Information](#i4c097a6d18a84c22bfe7fec3779716c4_109)] | | | [removed: [57](#icdcee239873d42d6a5337e11b6d8c157_109)] [added: [60](#i4c097a6d18a84c22bfe7fec3779716c4_109)] | | |

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| [PART [removed: III](#icdcee239873d42d6a5337e11b6d8c157_115)] [added: III](#i4c097a6d18a84c22bfe7fec3779716c4_115)] | | | | | | | | | | | |

| | | | [Item [removed: 10.](#icdcee239873d42d6a5337e11b6d8c157_118)] [added: 10.](#i4c097a6d18a84c22bfe7fec3779716c4_118)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#icdcee239873d42d6a5337e11b6d8c157_118)] [added: Governance](#i4c097a6d18a84c22bfe7fec3779716c4_118)] | | | [removed: [58](#icdcee239873d42d6a5337e11b6d8c157_118)] [added: [61](#i4c097a6d18a84c22bfe7fec3779716c4_118)] | | |

| | | | [Item [removed: 11.](#icdcee239873d42d6a5337e11b6d8c157_121)] [added: 11.](#i4c097a6d18a84c22bfe7fec3779716c4_121)] | | | [Executive [removed: Compensation](#icdcee239873d42d6a5337e11b6d8c157_121)] [added: Compensation](#i4c097a6d18a84c22bfe7fec3779716c4_121)] | | | [removed: [58](#icdcee239873d42d6a5337e11b6d8c157_121)] [added: [61](#i4c097a6d18a84c22bfe7fec3779716c4_121)] | | |

| | | | [Item [removed: 12.](#icdcee239873d42d6a5337e11b6d8c157_124)] [added: 12.](#i4c097a6d18a84c22bfe7fec3779716c4_124)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#icdcee239873d42d6a5337e11b6d8c157_124)] [added: Matters](#i4c097a6d18a84c22bfe7fec3779716c4_124)] | | | [removed: [58](#icdcee239873d42d6a5337e11b6d8c157_124)] [added: [61](#i4c097a6d18a84c22bfe7fec3779716c4_124)] | | |

| | | | [Item [removed: 13.](#icdcee239873d42d6a5337e11b6d8c157_127)] [added: 13.](#i4c097a6d18a84c22bfe7fec3779716c4_127)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icdcee239873d42d6a5337e11b6d8c157_127)] [added: Independence](#i4c097a6d18a84c22bfe7fec3779716c4_127)] | | | [removed: [58](#icdcee239873d42d6a5337e11b6d8c157_127)] [added: [61](#i4c097a6d18a84c22bfe7fec3779716c4_127)] | | |

| | | | [Item [removed: 14.](#icdcee239873d42d6a5337e11b6d8c157_130)] [added: 14.](#i4c097a6d18a84c22bfe7fec3779716c4_130)] | | | [Principal Accountant Fees and [removed: Services](#icdcee239873d42d6a5337e11b6d8c157_130)] [added: Services](#i4c097a6d18a84c22bfe7fec3779716c4_130)] | | | [removed: [58](#icdcee239873d42d6a5337e11b6d8c157_130)] [added: [61](#i4c097a6d18a84c22bfe7fec3779716c4_130)] | | |

| [PART [removed: IV](#icdcee239873d42d6a5337e11b6d8c157_133)] [added: IV](#i4c097a6d18a84c22bfe7fec3779716c4_133)] | | | | | | | | | | | |

| | | | [Item [removed: 15.](#icdcee239873d42d6a5337e11b6d8c157_136)] [added: 15.](#i4c097a6d18a84c22bfe7fec3779716c4_136)] | | | [Exhibits and Financial Statement [removed: Schedules](#icdcee239873d42d6a5337e11b6d8c157_136)] [added: Schedules](#i4c097a6d18a84c22bfe7fec3779716c4_136)] | | | [removed: [59](#icdcee239873d42d6a5337e11b6d8c157_136)] [added: [62](#i4c097a6d18a84c22bfe7fec3779716c4_136)] | | |

| | | | [Item [removed: 16.](#icdcee239873d42d6a5337e11b6d8c157_142)] [added: 16.](#i4c097a6d18a84c22bfe7fec3779716c4_142)] | | | [Form 10-K [removed: Summary](#icdcee239873d42d6a5337e11b6d8c157_142)] [added: Summary](#i4c097a6d18a84c22bfe7fec3779716c4_142)] | | | [removed: [61](#icdcee239873d42d6a5337e11b6d8c157_142)] [added: [65](#i4c097a6d18a84c22bfe7fec3779716c4_142)] | | |

| [removed: [SIGNATURES](#icdcee239873d42d6a5337e11b6d8c157_145)] [added: [SIGNATURES](#i4c097a6d18a84c22bfe7fec3779716c4_145)] | | | | | | | | | [removed: [62](#icdcee239873d42d6a5337e11b6d8c157_145)] [added: [66](#i4c097a6d18a84c22bfe7fec3779716c4_145)] | | |

[removed: This] [added: Certain statements in this] document [removed: contains “forward-looking statements”] [added: may be considered forward-looking statements,] within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

[removed: In this context, forward-looking] [added: Forward-looking] statements often [removed: address expected future business and financial performance and financial condition, and often] contain words such as [removed: “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target, “outlook,” “stabilization,” “confident,” “preliminary,” “initial,”] [added: “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “see”, “will”, “would”, “target”, “outlook”, “stabilization”, “confident”, “preliminary”, “initial”, “continue”, “may”, “could”, “project”, “estimate”, “forecast”] and similar expressions and variations or negatives of these words.

All statements, other than statements of historical fact, are forward-looking [removed: statements, including statements regarding outlook, expectations and guidance.][added: statements.]

Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which [removed: that] are beyond [removed: DuPont’s] [added: DuPont's] control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

[removed: the impact on DuPont’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption] [added: Some] of [removed: existing relationships with customers, suppliers, employees and other business counterparties; (v)] the [removed: possibility of disruption, including disputes, litigation or unanticipated costs,] [added: important factors that could cause DuPont's actual results to differ materially from those projected] in [removed: connection with] [added: any such forward-looking statements include, but are not limited to (i)] the [removed: Intended Electronics Separation; (vi)] [added: ability to realize] the [removed: uncertainty] [added: intended benefits] of the [removed: expected financial performance] [added: separation] of [removed: DuPont or] the [removed: separated company following completion] [added: electronics business on November 1, 2025, (the “Electronics Separation”), by way] of the [removed: Intended Electronics Separation; (vii) negative effects] [added: spinoff] of [removed: the announcement or pendency] [added: Qnity Electronics, Inc., (the “Qnity Distribution”), including achievement] of the [removed: Intended Electronics Separation on the market price] [added: intended tax treatment; contractual allocation to, and assumption by Qnity] of [removed: DuPont’s securities and/or on] [added: certain liabilities, including certain legacy liabilities with respect to PFAS; and] the [removed: financial performance] [added: possibility] of [removed: DuPont; (viii) the ability to achieve anticipated capital structures] [added: disputes, litigation or unanticipated costs] in connection with [removed: Intended Electronics Separation, including] the [removed: future availability of credit] [added: Electronics Separation] and [removed: factors that may affect such availability; (ix)] [added: Distribution; (ii)] the ability to [removed: achieve anticipated credit ratings in connection with] [added: timely effect, if at all,] the [removed: Intended Electronics Separation; (x)] [added: announced sale of] the [removed: ability] [added: DuPont’s aramids business] to [removed: achieve anticipated tax treatments in connection with the Intended Electronics Separation and completed and future, if any, divestitures, mergers, acquisitions and other] [added: Arclin, a] portfolio [removed: changes] [added: company of a TJC LP affiliate, (the “Aramids Divestiture”)] and the impact [removed: of changes in relevant tax] [added: on DuPont’s balance sheet, financial condition] and [removed: other laws; (xi)] [added: future results of operations; (iii)] risks and costs related to [removed: each of] the [removed: parties respective performance under and the] impact of the arrangement to share future eligible PFAS costs by and among DuPont, Corteva and Chemours, including the outcome of [removed: any] pending or future litigation related to PFAS or PFOA, [removed: including] [added: which includes] personal injury claims and natural resource damages claims; the extent and cost of ongoing [removed: remediation obligations] and potential future remediation obligations; and changes in laws and regulations applicable to PFAS chemicals; [removed: (xii) indemnification of certain legacy liabilities; (xiii)] [added: (iv)] the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the [removed: Intended] Electronics [removed: Separation] [added: Separation, the Aramids Divestiture] and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; [removed: (xiv) the] [added: (v)] risks and [removed: uncertainties, including increased costs and] [added: uncertainties that are outside] the [removed: ability to obtain raw materials and meet customer needs from, among other events, pandemics and responsive actions; (xv) adverse] [added: Company’s control but adversely impact the overall environment in which DuPont, its customers and/or its suppliers operate, including] changes in [removed: worldwide] economic, political, regulatory, international trade, geopolitical, [added: military conflicts,] capital markets and other external [removed: conditions; and other factors beyond DuPont’s control,] [added: conditions,] including [removed: inflation, recession, military conflicts,] [added: pandemics and responsive actions, as well as] natural and other disasters or weather-related [removed: events, that impact the operations of DuPont, its customers and/or its suppliers; (xvi)] [added: events; (vi)] the ability to offset increases in cost of inputs, including raw materials, energy and logistics; [removed: (xvii)] [added: (vii)] the risks [added: and uncertainties] associated with continuing or expanding trade disputes or [removed: restrictions,] [added: restrictions and responsive actions,] new or increased tariffs or export controls including on exports to China of U.S.-regulated products and technology; [removed: (xviii) the risks, including ability to achieve, and costs associated with DuPont’s sustainability strategy, including the actual conduct of DuPont’s activities and results thereof, and the development, implementation, achievement or continuation of any goal, program, policy or initiative discussed or expected; (xix)] [added: (viii)] other risks to DuPont’s business and operations, including the risk of impairment; [added: (ix) risks] and [removed: (xx)] [added: uncertainties in connection with completing the $2 billion share buyback authorization DuPont announced on November 6, 2025, including timeline, associated costs and the possibility that the authorization may be suspended or discontinued prior to completion; and (x)] other risk factors discussed in DuPont’s most recent annual report [added: on Form 10-K,] and subsequent [removed: current] [added: quarterly reports on Form 10-Q] and [removed: periodic] [added: current] reports [added: on Form 8-K] filed with the U.S. Securities and Exchange Commission.

[removed: You] [added: Undue reliance] should not [removed: place undue reliance] [added: be placed] on forward-looking statements, which speak only as of the date they are made.

| [PART I](#i4c097a6d18a84c22bfe7fec3779716c4_13) | | | | | | | | | | | |

| [PART II](#i4c097a6d18a84c22bfe7fec3779716c4_49) | | | | | | | | | | | |

| [PART I](#icdcee239873d42d6a5337e11b6d8c157_13) | | | | | | | | | | | |

| [PART II](#icdcee239873d42d6a5337e11b6d8c157_49) | | | | | | | | | | | |

Overview

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Effective in the first quarter 2025, in light of the Intended Electronics Separation, the Company will realign its management and reporting structure.

This realignment will result in a change in reportable segments in the first quarter of 2025 which will change the manner in which the Company reports its financial results by segment (the "2025 Segment Realignment"), principally with the businesses comprising the Intended Electronics Separation to be reported as a single reportable segment.

The businesses that comprise the Intended Electronics Separation are the businesses that currently comprise Semiconductor and Interconnect Solutions, as well as the electronics businesses that are currently part of Industrial Solutions.

The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are not reflective of the impact of 2025 Segment Realignment.

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings.

The net trade revenue table, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new structure.

The realignment did not result in changes to total Electronics & Industrial segment net sales.

On November 1, 2023, DuPont completed the divestiture of the Delrin® acetal homopolymer (H-POM) business to TJC LP, (the “Delrin® Divestiture”).

On November 1, 2022, DuPont completed the divestiture of the majority of the historic Mobility & Materials segment, (the “M&M Divestiture”).

The results of operations for the year ended December 31, 2023, present the financial results of the Delrin® Divestiture as discontinued operations.

The results of operations for the year ended December 31, 2022, present the financial results of both the M&M Divestiture and the Delrin® Divestiture as discontinued operations.

Unless otherwise indicated, the discussion of results, including the financial measures further discussed below, refers only to DuPont's Continuing Operations and does not include discussion of balances or activity of the M&M Divestiture or the Delrin® Divestiture.

Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) the ability of DuPont to effect the Intended Electronics Separation and to meet the conditions related thereto; (ii) the possibility that the Intended Electronics Separation will not be completed within the anticipated time period or at all; (iii) the possibility that the Intended Electronics Separation will not achieve its intended benefits; (iv) the impact of Intended Electronics Separation on DuPont’s businesses and the risk that the separation may be more difficult, time-consuming or costly than expected, including

For additional information about risks related to cybersecurity, see [added: the risk factor] "The Company’s business, results of operations, financial condition and cash flows could be adversely affected by interruption of the Company’s information technology or network systems and other business disruptions” in Item 1A.

The CIO has [removed: sixteen] [added: three] years of cybersecurity experience, including [removed: seven years] [added: one year] with DuPont, and the CISO has seventeen years of cybersecurity experience, [added: both in the private and public sectors,] including over [removed: three] [added: four] years with DuPont.

The number of manufacturing sites at December 31, [removed: 2024] [added: 2025] is as follows:

| Asia Pacific | | | [removed: 18 | | | 9] [added: 5] | | | [removed: 1] [added: 10] | | | [removed: 28] [added: 15] | | |

| EMEA 2 | | | [removed: 6 | | | 9] [added: 8] | | | [removed: 2] [added: 7] | | | [removed: 17] [added: 15] | | |

| Latin America | | | [removed: 4 | | | —] [added: 3] | | | 1 | | | [removed: 5] [added: 4] | | |

| U.S. & Canada | | | [removed: 36 | | | 16] [added: 18] | | | [removed: 8] [added: 30] | | | [removed: 60] [added: 48] | | |

| Total | | | [removed: 64 | | |] 34 | | | [removed: 12] [added: 48] | | | [removed: 110] [added: 82] | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Geographic Region* | | | *Healthcare & Water Technologies* | | | *Diversified Industrials* *3* | | | *Total* *1* | | |

3.

Diversified Industrials includes 7 sites that are dedicated to the Aramids Business.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Geographic Region* | | | *Electronics & Industrial* | | | *Water & Protection* | | | *Corporate & Other* | | | *Total* *1* | | |

During [removed: 2024 and 2023,] [added: 2024,] the [removed: Company] [added: Board of Directors authorized and] paid quarterly dividends [removed: on its common stock] of $0.38 [removed: and $0.36] per [removed: share,] [added: share to shareholders of record in the first, second, third and fourth quarters,] respectively.

At January 31, [removed: 2025,] [added: 2026,] there were [removed: 60,030] [added: 55,987] stockholders of record.

In the [removed: first] [added: fourth] quarter of [removed: 2024,] [added: 2025,] the Company’s Board of Directors approved [removed: the $1B Share Buyback Program authorizing the] [added: a new share] repurchase [removed: and retirement] [added: authorization] of up to [removed: $1] [added: $2] billion of common [removed: stock.][added: stock (the “$2B Authorization”).]

The chart illustrates the cumulative total return of the Company's stock based on a presumed investment of $100 on December 31, [removed: 2019] [added: 2020] and a presumption that all dividends were reinvested.

[removed: ][added: ]

| Cumulative Total Return | | | *December 31, [removed: 2019* | | | *December 31,] 2020* | | | *December 31, 2021* | | | *December 31, 2022* | | | *December 31, 2023* | | | *December 31, 2024* | | | [added: *December 31, 2025* | | |]

In connection with the Electronics Separation, on November 1, 2025, DuPont shareholders received one share of common stock of Qnity for every two shares of common stock of DuPont held at the close of business on October 22, 2025.

On November 6, 2025, the Company’s Board of Directors declared a dividend of $0.20 per share of DuPont common stock which was paid on December 15, 2025 to shareholders of record on November 28, 2025.

During 2025, the Board of Directors authorized and paid quarterly dividends of $0.41 per share to shareholders of record in the first, second, and third quarters, respectively.

The following table provides information regarding purchases of the Company's common stock by the Company during the three months ended December 31, 2025:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuer Purchases of Equity Securities | | | | | | | | | *Total number of shares purchased as part of the Company's publicly announced share repurchase program* | | | *Approximate dollar value of shares that may yet be purchased under the Company's publicly announced share* *repurchase program* *(In millions)* | | |

| *Period* | | | *Total number of shares purchased* | | | *Average price paid per share* | | | | | | | | |

| $2B Authorization | | | | | | | | | | | | | | |

| October | | | — | | | $ | — | | — | | | $ | — | |

| November 1 | | | 10,217,114 | | | $ | 39.15 | | 10,217,114 | | | $ | 1,500 | |

| December | | | — | | | $ | — | | — | | | $ | 1,500 | |

| Fourth Quarter 2025 | | | 10,217,114 | | | $ | 39.15 | | 10,217,114 | | | $ | 1,500 | |

1.

In November 2025, DuPont entered into accelerated share repurchase agreements with one counterparty for repurchase of about $500 million of common stock (the "Q4 25 ASR Transaction"), under the $2B Authorization.

DuPont received initial deliveries of 10.2 million shares of DuPont common stock at a price per share of $39.15, which were retired immediately and recorded as an increase to accumulated deficit of $400 million.

In January 2026, the Q4 2025 ASR Transaction was completed.

The settlement resulted in a delivery of approximately 2 million shares which were retired immediately and will be recorded as an increase to accumulated deficit in the first quarter of 2026.

In total, the Company repurchased 12.2 million shares at an average price of $40.89 per share under the Q4 2025 ASR Transaction.

See Note 18 to the Consolidated Financial Statements for additional information.

| DuPont | | | $ | 100.00 | | $ | 117.92 | | $ | 104.89 | | $ | 123.26 | | $ | 127.85 | | $ | 168.51 | |

| S&P 500 | | | $ | 100.00 | | $ | 128.71 | | $ | 105.40 | | $ | 133.10 | | $ | 166.40 | | $ | 196.16 | |

| S&P Industrials | | | $ | 100.00 | | $ | 121.12 | | $ | 114.48 | | $ | 135.24 | | $ | 158.87 | | $ | 189.72 | |

For the three months ended December 31, 2024, there were no purchases of the Company’s common stock.

At December 31, 2024, $500 million is the approximate dollar value of shares that may be purchased by the Company under this program.

In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.

See the discussion under Liquidity and Capital Resources starting on page [47](#i598f53debd07405b8eb82a533e35698b_51078) for more information.

| DuPont | | | $ | 100.00 | | $ | 113.31 | | $ | 130.75 | | $ | 113.25 | | $ | 129.48 | | $ | 130.81 | |

| S&P 500 | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P Industrials | | | $ | 100.00 | | $ | 111.06 | | $ | 134.52 | | $ | 127.15 | | $ | 150.20 | | $ | 176.44 | |

The Company maintains a system of disclosure controls and procedures to give reasonable assurance that information required to be disclosed in the Company's reports filed or submitted under the Securities Exchange Act of 1934 [removed: (Exchange Act)] [added: ("Exchange Act")] is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

As of December 31, [removed: 2024,] [added: 2025,] the Company's [removed: Executive Chairman (Principal Executive Officer (PEO)),] Chief Executive Officer [removed: (CEO)] [added: ("CEO")] and Chief Financial Officer [removed: (CFO),] [added: ("CFO"),] together with management, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the [removed: PEO,] CEO and CFO concluded that these disclosure controls and procedures are effective.

There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 and 15d-15 that was conducted during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] excluded [removed: Donatelle Plastics, LLC,] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.,] which was acquired by the Company in [removed: July 2024.][added: October 2025.]

The total assets and total net sales of [removed: Donatelle Plastics, LLC] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.] excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]

The Company has completed its evaluation of its internal controls and has concluded that the Company's system of internal controls over financial reporting was effective as of December 31, [removed: 2024] [added: 2025] (see page F-2).

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On February 13, 2026, the Company committed to a plan aimed at reducing costs, streamlining operations, and aligning its organizational and cost structure with its strategic priorities.

The Company currently anticipates incurring pre-tax restructuring and other costs of approximately $100 million to $150 million, starting in the first quarter of 2026 and continuing through 2028.

Information related to Directors, certain executive officers and certain corporate governance matters (including identification of Audit Committee members and financial expert(s)) is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information related to DuPont’s insider trading policies and procedures applicable to directors, officers and employees, and to the Company itself is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information related to executive compensation and the Company's equity compensation plans is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to beneficial ownership of DuPont de Nemours, Inc. common stock by each Director and all Directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of DuPont de Nemours, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and is incorporated herein by reference.

Reportable relationships and related transactions, if any, as well as information relating to director independence are contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont de Nemours, Inc. and are incorporated herein by reference.

Information with respect to fees and services related to the Company’s independent auditors, PricewaterhouseCoopers LLP, and the disclosure of the Audit Committee’s pre-approval policies and procedures are contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of DuPont and are incorporated herein by reference.

| (In millions) [removed: for] [added: For] the years ended December 31, | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Balance at beginning of period | | | $ | [removed: 40] [added: 22] | | $ | [removed: 38] [added: 36] | | $ | [removed: 28] [added: 34] | |

| Additions charged to expenses | | | [removed: 17] [added: 3] | | | 12 | | | [removed: 11] [added: 10] | | |

| Deductions from reserves 1 | | | [removed: (31)] [added: (7)] | | | [removed: (10)] [added: (26)] | | | [removed: (1)] [added: (8)] | | |

| Balance at end of period | | | $ | [removed: 26] [added: 18] | | $ | [removed: 40] [added: 22] | | $ | [removed: 38] [added: 36] | |

| Balance at beginning of period | | | $ | [removed: 8] [added: 748] | | $ | [removed: 4] [added: 729] | | $ | [removed: 6] [added: 695] | |

| Deductions from reserves 2 | | | [removed: (14)] [added: (158)] | | | [removed: (10)] [added: (84)] | | | [removed: (20)] [added: (13)] | | |

| Balance at end of period | | | $ | [removed: 35] [added: 664] | | $ | [removed: 8] [added: 748] | | $ | [removed: 4] [added: 729] | |

[removed: 2.Deductions include disposals] [added: 2.Additions] and [added: Deductions include] currency translation adjustments.

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)[4](https://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1666700/000119312519095042/d725044dex21.htm)†] | | | | | | Separation and Distribution Agreement, effective as of April 1, 2019, by and among DowDuPont Inc., Dow Inc. and Corteva, Inc. incorporated by reference to Exhibit 2.1 to the DowDuPont Inc. Current Report on Form 8-K filed April 2, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)[5](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex102.htm)] | | | | | | Letter Agreement, effective as of June 1, 2019 by and between DuPont de Nemours, Inc. and Corteva, Inc., incorporated by reference to Exhibit 10.2 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex103.htm)] | | | | | | Amended and Restated Tax Matters Agreement, effective as of June 1, 2019, by and among DowDuPont Inc., Corteva, Inc. and Dow Inc., incorporated by reference to Exhibit 10.3 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)[7](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1666700/000166670020000023/dupont2020equityandinc.htm)] | | | | | | DuPont de Nemours, Inc. 2020 Equity and Incentive Plan, incorporated by reference to Exhibit 10.1 to the DuPont de Nemours, Inc. Current Report on Form 8- K filed May 29, 2020. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)[8](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1666700/000119312519163322/d715311dex104.htm)] | | | | | | DuPont Senior Executive Severance Plan, effective as of June 1, 2019, incorporated by reference to Exhibit 10.4 to the DuPont de Nemours, Inc. Current Report on Form 8-K filed June 3, 2019. | | | | | |

| | | | [removed: [10.](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)[9](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/a105dupont-mdcpclean.htm)] | | | | | | DuPont Management Deferred Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)[0](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit106063019.htm)] | | | | | | DuPont Stock Accumulation and Deferred Compensation Plan for Directors, effective June 1, 2019, incorporated by reference to Exhibit 10.6 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)[1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1070630.htm)] | | | | | | DuPont Deferred Variable Compensation Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.7 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)[2](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit108063019.htm)] | | | | | | DuPont Retirement Savings Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.8 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)[3](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/dupont-pensionrestorat.htm)] | | | | | | DuPont Pension Restoration Plan, effective June 1, 2019, incorporated by reference to Exhibit 10.9 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)[4](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1666700/000166670019000065/exhibit1010063019.htm)] | | | | | | DuPont Omnibus Incentive Plan effective June 1, 2019, incorporated by reference to Exhibit 10.10 to DuPont de Nemours, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)[5](https://www.sec.gov/Archives/edgar/data/1666700/000119312520328685/d17725dex101.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex101.htm)] | | | | | | [removed: Amended and Restated Employment Agreement] [added: Tax Matters Agreement, effective as of November 1, 2025,] by and between DuPont de Nemours, Inc. and [removed: Edward D. Breen, dated as of December 28, 2019,] [added: Qnity Electronics, Inc.] incorporated by reference to Exhibit 10.1 to DuPont de Nemours, [removed: Inc.] [added: Inc.’s] Current Report on Form 8-K filed [removed: December 29, 2020.] [added: November 3, 2025.] | | | | | |

| | | | [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)[6](https://www.sec.gov/Archives/edgar/data/1666700/000166670023000003/breenletteragreementfinal-.htm)] [added: [2.1](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex21.htm)†] | | | | | | [removed: Employment Letter Agreement] [added: Separation and Distribution Agreement, effective as of November 1, 2025,] by and between DuPont de Nemours, Inc. and [removed: Edward D. Breen, dated as of February 6, 2023,] [added: Qnity Electronics, Inc.] incorporated by reference to Exhibit [removed: 10.1] [added: 2.1] to DuPont de Nemours, [removed: Inc.] [added: Inc.’s] Current Report on Form 8-K filed [removed: February 7, 2023.] [added: November 3, 2025.] | | | | | |

| | | | [removed: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit21123124.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit21123125.htm)] | | | | | | Subsidiaries of the Registrant. | | | | | |

| | | | [removed: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit23123124.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit23123125.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. | | | | | |

| | | | [removed: [24](#icdcee239873d42d6a5337e11b6d8c157_145)] [added: [24](#i4c097a6d18a84c22bfe7fec3779716c4_145)] | | | | | | Power of Attorney (included as part of signature page). | | | | | |

| | | | [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit311123124.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit311123125.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit312123124.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit312123125.htm)*] | | | | | | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [31.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit313123124.htm)*] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit321123125.htm)*] | | | | | | Certification Pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit321123124.htm)*] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit322123125.htm)*] | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| Additions 2 | | | 74 | | | 103 | | | 47 | | |

| | | | [4.3](https://www.sec.gov/Archives/edgar/data/1666700/000119312525228420/d32816dex42.htm) | | | | | | Third Supplemental Indenture, dated September 15, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed October 2, 2025. | | | | | |

| | | | [4.](https://www.sec.gov/Archives/edgar/data/1666700/000119312525228420/d32816dex43.htm)[4](https://www.sec.gov/Archives/edgar/data/1666700/000119312525228420/d32816dex43.htm) | | | | | | Fourth Supplemental Indenture, dated October 2, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.3 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed October 2, 2025. | | | | | |

| | | | [4.](https://www.sec.gov/Archives/edgar/data/1666700/000119312525288137/d799149dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1666700/000119312525288137/d799149dex41.htm) | | | | | | Fifth Supplemental Indenture, dated November 7, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference to Exhibit 4.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 19, 2025. | | | | | |

| | | | [10.16](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex102.htm) | | | | | | Employee Matters Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 10.2 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025. | | | | | |

| | | | [10.17](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex103.htm) | | | | | | Transition Services Agreement, effective as of November 1, 2025, by and between DuPont Specialty Products USA, LLC and EKC Advanced Electronics USA, LLC. incorporated by reference to Exhibit 10.3 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025. | | | | | |

| | | | [10.18](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex104.htm) | | | | | | Intellectual Property Cross-License Agreement, effective as of November 1, 2025, by and among DuPont de Nemours, Inc., Qnity Electronics, Inc., and certain of their respective affiliates incorporated by reference to Exhibit 10.4 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025. | | | | | |

| | | | [10.19](https://www.sec.gov/Archives/edgar/data/1666700/000119312525261601/d70409dex105.htm) | | | | | | Legacy Liabilities Assignment Agreement, effective as of November 1, 2025, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc. incorporated by reference to Exhibit 10.5 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed November 3, 2025. | | | | | |

| | | | [10.20](https://www.sec.gov/Archives/edgar/data/1666700/000119312525193274/d61920dex21.htm)† | | | | | | Transaction Agreement by and among DuPont de Nemours, Inc., ARC Falcon Holdings, L.P. and New Arclin U.S. Holding Corp., dated August 29, 2025, incorporated by reference to Exhibit 2.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed September 2, 2025. | | | | | |

| | | | [10.21](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000035/njdepdupontjco.htm)† | | | | | | Form of Judicial Consent Order (New Jersey) and Exhibit A thereto incorporated by reference to Exhibit 99.1 to DuPont de Nemours, Inc.’s Current Report on Form 8-K filed August 4, 2025. | | | | | |

| | | | [19](https://www.sec.gov/Archives/edgar/data/1666700/000166670026000013/exhibit19123125.htm)* | | | | | | DuPont de Nemours, Inc. Insider Trading Policy incorporated by reference to Exhibit 19 to DuPont de Nemours, Inc. Annual Report on Form 10-K for the year ended December 31, 2025. | | | | | |

| Inventory—Obsolescence Reserve | | | | | | | | | | | |

| Additions charged to expenses | | | 41 | | | 14 | | | 18 | | |

| Balance at beginning of period | | | $ | 738 | | $ | 703 | | $ | 700 | |

| Additions 3 | | | 122 | | | 47 | | | 125 | | |

| Deductions from reserves 3 | | | (88) | | | (12) | | | (122) | | |

| Balance at end of period | | | $ | 772 | | $ | 738 | | $ | 703 | |

3.Additions and Deductions include currency translation adjustments.

| | | | [19](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit19123124.htm)* | | | | | | DuPont de Nemours, Inc. Insider Trading Policy. | | | | | |

| | | | [32.2](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit322123124.htm)* | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

| | | | [33.3](https://www.sec.gov/Archives/edgar/data/1666700/000166670025000005/exhibit323123124.htm)* | | | | | | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | |

Date: February [removed: 14, 2025][added: 17, 2026]

| Title: | | | Vice President [removed: and] [added: of Tax,] Controller [added: and Chief Accounting Officer] | | | | | | | | | | | |

| | | | /s/ ANTONELLA B. FRANZEN | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | [removed: Michael] [added: Madeleine] G. [removed: Goss] [added: Barber] | | | | | | (Principal Accounting Officer) | | | | | | | | |

Hoover, Senior Vice President & General Counsel and [removed: Peter W.][added: Paige E.]

[removed: Hennessey,] [added: Fleming,] Vice President, Associate General Counsel & Corporate Secretary, and each of them singly, as our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments or supplements to this Annual Report on Form 10-K and to cause same to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934.

| | | | /s/ LORI D. KOCH | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ EDWARD D. BREEN | | | | | | [removed: Executive] Chairman | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | Edward D. Breen | | | | | | [removed: (Principal Executive Officer)] | | | | | | | | |

| | | | /s/ AMY G. BRADY | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ RUBY R. CHANDY | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ ALEXANDER M. CUTLER | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ ELEUTHERE I. DU PONT | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ LUTHER C. KISSAM, IV | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ JAMES A. LICO | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| | | | /s/ FREDERICK M. LOWERY | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 17, 2026] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#icdcee239873d42d6a5337e11b6d8c157_154)] [added: Reporting](#i4c097a6d18a84c22bfe7fec3779716c4_154)] | | | [removed: F-[2](#icdcee239873d42d6a5337e11b6d8c157_154)] [added: F-[2](#i4c097a6d18a84c22bfe7fec3779716c4_154)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#icdcee239873d42d6a5337e11b6d8c157_157) 238[)](#icdcee239873d42d6a5337e11b6d8c157_157)] [added: ID](#i4c097a6d18a84c22bfe7fec3779716c4_157) 238[)](#i4c097a6d18a84c22bfe7fec3779716c4_157)] | | | [removed: F-[3](#icdcee239873d42d6a5337e11b6d8c157_157)] [added: F-[3](#i4c097a6d18a84c22bfe7fec3779716c4_157)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_166)[4](#icdcee239873d42d6a5337e11b6d8c157_166)[, 202](#icdcee239873d42d6a5337e11b6d8c157_166)[3](#icdcee239873d42d6a5337e11b6d8c157_166)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_163)[5](#i4c097a6d18a84c22bfe7fec3779716c4_163)[, 202](#i4c097a6d18a84c22bfe7fec3779716c4_163)[4](#i4c097a6d18a84c22bfe7fec3779716c4_163)] [and [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_166)[2](#icdcee239873d42d6a5337e11b6d8c157_166)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_163)[3](#i4c097a6d18a84c22bfe7fec3779716c4_163)] | | | [removed: F-[6](#icdcee239873d42d6a5337e11b6d8c157_166)] [added: F-[6](#i4c097a6d18a84c22bfe7fec3779716c4_163)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_169)[4](#icdcee239873d42d6a5337e11b6d8c157_169)[, 202](#icdcee239873d42d6a5337e11b6d8c157_169)[3](#icdcee239873d42d6a5337e11b6d8c157_169)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_166)[5](#i4c097a6d18a84c22bfe7fec3779716c4_166)[, 202](#i4c097a6d18a84c22bfe7fec3779716c4_166)[4](#i4c097a6d18a84c22bfe7fec3779716c4_166)] [and [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_169)[2](#icdcee239873d42d6a5337e11b6d8c157_169)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_166)[3](#i4c097a6d18a84c22bfe7fec3779716c4_166)] | | | [removed: F-[7](#icdcee239873d42d6a5337e11b6d8c157_169)] [added: F-[7](#i4c097a6d18a84c22bfe7fec3779716c4_166)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_172)[4](#icdcee239873d42d6a5337e11b6d8c157_172)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_169)[5](#i4c097a6d18a84c22bfe7fec3779716c4_169)] [and December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_172)[3](#icdcee239873d42d6a5337e11b6d8c157_172)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_169)[4](#i4c097a6d18a84c22bfe7fec3779716c4_169)] | | | [removed: F-[8](#icdcee239873d42d6a5337e11b6d8c157_172)] [added: F-[8](#i4c097a6d18a84c22bfe7fec3779716c4_169)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_175)[4](#icdcee239873d42d6a5337e11b6d8c157_175)[, 202](#icdcee239873d42d6a5337e11b6d8c157_175)[3](#icdcee239873d42d6a5337e11b6d8c157_175)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_172)[5](#i4c097a6d18a84c22bfe7fec3779716c4_172)[, 202](#i4c097a6d18a84c22bfe7fec3779716c4_172)[4](#i4c097a6d18a84c22bfe7fec3779716c4_172)] [and [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_175)[2](#icdcee239873d42d6a5337e11b6d8c157_175)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_172)[3](#i4c097a6d18a84c22bfe7fec3779716c4_172)] | | | [removed: F-[9](#icdcee239873d42d6a5337e11b6d8c157_175)] [added: F-[9](#i4c097a6d18a84c22bfe7fec3779716c4_172)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_178)[4](#icdcee239873d42d6a5337e11b6d8c157_178)[, 202](#icdcee239873d42d6a5337e11b6d8c157_178)[3](#icdcee239873d42d6a5337e11b6d8c157_178)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_178)[5](#i4c097a6d18a84c22bfe7fec3779716c4_178)[, 202](#i4c097a6d18a84c22bfe7fec3779716c4_178)[4](#i4c097a6d18a84c22bfe7fec3779716c4_178)] [and [removed: 202](#icdcee239873d42d6a5337e11b6d8c157_178)[2](#icdcee239873d42d6a5337e11b6d8c157_178)] [added: 202](#i4c097a6d18a84c22bfe7fec3779716c4_178)[3](#i4c097a6d18a84c22bfe7fec3779716c4_178)] | | | [removed: F-[11](#icdcee239873d42d6a5337e11b6d8c157_178)] [added: F-[11](#i4c097a6d18a84c22bfe7fec3779716c4_178)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#icdcee239873d42d6a5337e11b6d8c157_181)] [added: Statements](#i4c097a6d18a84c22bfe7fec3779716c4_181)] | | | [removed: F-[12](#icdcee239873d42d6a5337e11b6d8c157_181)] [added: F-[12](#i4c097a6d18a84c22bfe7fec3779716c4_181)] | | |

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013)*.

Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] excluded [removed: Donatelle Plastics, LLC,] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.,] which was acquired by the Company in [removed: July 2024.][added: October 2025.]

The total assets and total net sales of [removed: Donatelle Plastic, LLC] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.] excluded from management’s assessment of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in its report, which is presented on the following pages.

| /s/ [removed: EDWARD] [added: LORI] D. [removed: BREEN] [added: KOCH] | | | | | | /s/ [removed: LORI D. KOCH] [added: ANTONELLA B. FRANZEN] | | | | | | [removed: /s/ ANTONELLA B. FRANZEN] | | |

| [removed: Edward D. Breen Executive Chairman | | | | | |] Lori D. Koch Chief Executive Officer | | | | | | Antonella B. Franzen Chief Financial Officer | | | [added: | | | | | |]

[removed: February 14, 2025][added: | 2025 | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of DuPont de Nemours, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: Donatelle Plastics, LLC] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.] from its assessment of internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] because it was acquired by the Company in a purchase business combination during [removed: 2024.][added: 2025.]

We have also excluded [removed: Donatelle Plastics, LLC] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.] from our audit of internal control over financial reporting.

[removed: Donatelle Plastics, LLC] [added: Sinochem (Ningbo) RO Memtech Co., Ltd.] is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting both represent less than 1 percent of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit] preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| By: | | | /s/ MADELEINE G. BARBER | | | | | | | | | | | |

| Name: | | | Madeleine G. Barber | | | | | | | | | | | |

| | | | /s/ MADELEINE G. BARBER | | | | | | Vice President of Tax, Controller and Chief Accounting Officer | | | | | | February 17, 2026 | | |

| | | | | | | | | | Director | | | | | | February 17, 2026 | | |

| | | | Donald G. Macpherson | | | | | | | | | | | | | | |

| | | | /s/ KURT B. MCMACKEN | | | | | | Director | | | | | | February 17, 2026 | | |

| | | | Kurt B. McMaken | | | | | | | | | | | | | | |

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

*Interim and Annual Goodwill Impairment Assessments – Certain Reporting Units in the Diversified Industrials and Healthcare & Water Technologies Segments*

During the first quarter of 2025, the Company realigned its operating and reportable segments which changed the composition of certain reporting units.

The associated reporting units' goodwill were assessed for impairment after the Q1 2025 segment realignment.

For both the interim impairment assessment performed during the first quarter of 2025 and the annual impairment assessment performed during the fourth quarter of 2025, management performed quantitative testing on the reporting units using a combination of discounted cash flow models (a form of the income approach) and the Guideline Public Company Method (a form of market approach).

consistent with evidence obtained in other areas of the audit.

*Tax-Free Determination of the Electronics Separation and Certain Internal Distributions*

As described in Notes 1 and 8 to the consolidated financial statements, on November 1, 2025, the Company completed the separation of its Electronics Business (the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders.

Management has determined that the Electronics Separation and certain internal distributions qualified as tax-free transactions under the applicable sections of the United States (U.S.) Internal Revenue Code.

If the completed distribution of Qnity, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant income tax liabilities.

The principal considerations for our determination that performing procedures relating to the tax-free determination of the Electronics Separation and certain internal distributions is a critical audit matter are (i) the significant judgment by management in applying the relevant tax laws and regulations in determining the tax-free treatment of the Electronics Separation and certain internal distributions; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the tax-free determination of the Electronics Separation and certain internal distributions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s determination of the tax-free treatment of the Electronics Separation and certain internal distributions.

These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in evaluating the information, including third party tax opinions, U.S. federal tax law, written tax advice and analyses prepared internally and by external tax advisors, certain representations from management, and other relevant evidence used by management to support management’s judgments and determination that the Electronics Separation and certain internal distributions qualified as tax-free, as well as the application of relevant tax laws and regulations.

February 17, 2026

| Net sales | | | $ | 6,849 | | $ | 6,719 | | $ | 6,614 | |

| Cost of sales | | | 4,486 | | | 4,499 | | | 4,442 | | |

| Research and development expenses | | | 193 | | | 203 | | | 192 | | |

| Selling, general and administrative expenses | | | 1,019 | | | 976 | | | 891 | | |

| Restructuring and asset related charges - net | | | 151 | | | 57 | | | 99 | | |

| Equity in (loss) earnings of nonconsolidated affiliates | | | (7) | | | (6) | | | 1 | | |

| Income (loss) from continuing operations before income taxes | | | $ | 200 | | $ | 117 | | $ | (279) | |

| Provision for (benefit from) income taxes on continuing operations | | | 102 | | | 213 | | | (217) | | |

| Net (loss) income | | | $ | (738) | | $ | 738 | | $ | 462 | |

| Cash and cash equivalents | | | $ | 715 | | $ | 1,792 | |

| Prepaid and other current assets | | | 121 | | | 125 | | |

| Property, plant and equipment - net | | | $ | 3,464 | | $ | 3,454 | |

| Goodwill | | | 7,915 | | | 7,561 | | |

| Other intangible assets | | | 2,936 | | | 3,178 | | |

| Investments and noncurrent receivables | | | 432 | | | 418 | | |

| Deferred income tax assets | | | 282 | | | 237 | | |

| Deferred charges and other assets | | | 971 | | | 977 | | |

| Accounts payable | | | 995 | | | 1,054 | | |

| By: | | | /s/ MICHAEL G. GOSS | | | | | | | | | | | |

| Name: | | | Michael G. Goss | | | | | | | | | | | |

| | | | /s/ MICHAEL G. GOSS | | | | | | Vice President and Controller | | | | | | February 14, 2025 | | |

| | | | /s/ TERRENCE R. CURTIN | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | Terrence R. Curtin | | | | | | | | | | | | | | |

| | | | /s/ KRISTINA M. JOHNSON | | | | | | Director | | | | | | February 14, 2025 | | |

| | | | Kristina M. Johnson | | | | | | | | | | | | | | |

| | | | /s/ DEANNA M. MULLIGAN | | | | | | Director | | | | | | February 14, 2025 | | |