Item 1A. RISK FACTORS

There have been no material changes in the Company's risk factors discussed in Part I, Item 1A, Risk Factors, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities

In February 2022, the Company's Board of Directors authorized a $1.0 billion share buyback program which expired on March 31, 2023, (the “2022 Share Buyback Program”). In November 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").

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended September 30, 2023:


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
$3.25 Billion ASR Transaction
July	—	$	—	—	$	—
August	—	—		—	—
September 1	8,015,807	$	69.65	8,015,807	—
Third Quarter 2023	8,015,807	$	69.65	8,015,807	$	—
$2.0 Billion ASR Transaction
July	—	$	—	—	$	2,000
August	—	—		—	2,000
September 2	21,222,975	$	75.39	21,222,975	—
Third Quarter 2023	21,222,975	$	75.39	21,222,975	$	—
Total Third Quarter 2023	29,238,782			29,238,782

In November 2022, DuPont entered into accelerated share repurchase agreements (the "$3.25B ASR Transaction") with each of three financial institutions, with $250 million of such repurchases under the 2022 Share Buyback Program and the remaining $3 billion under the $5B Share Buyback Program. In accordance with the terms of the $3.25B ASR Transaction, DuPont received initial deliveries in November 2022 of 38.8 million shares of common stock in the aggregate. On September 1, 5 and 6, 2023, the final $8.0 million shares were received and retired for a total of 46.8 million shares based on the volume-weighted average stock price for DuPont common stock during the terms of the $3.25B ASR Transaction, less an agreed upon discount. The average price paid per share in the table above was determined with reference to the volume-weighted average price ("VWAP") of DuPont shares for the $3 billion under the $5B Share Buyback Program. The VWAP less the discount price of the DuPont shares over the term of the $3.25B ASR transaction was $69.44. See Note 16 to the interim Consolidated Financial Statements for additional information.
In September 2023, DuPont entered into accelerated share repurchase agreements (the "$2B ASR Transaction") with each of three financial institutions to repurchase an aggregate of $2 billion of common stock, under the $5B Share Buyback Program. On September 8, 2023, DuPont received initial deliveries of 21.2 million shares of common stock in the aggregate. See Note 16 to the interim Consolidated Financial Statements for additional information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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