Item 1A. RISK FACTORS

Other than the risk factors set forth below, 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, 2023.

The factors described below represent the Company's principal risks related to the Intended Business Separations.

DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Business Separations, if the Intended Business Separations are effected at all.

The success of the Intended Business Separations ultimately depends on, among other things, DuPont's ability to internally separate the Electronics and Water businesses in a manner that facilitates the Intended Business Separations on a U.S. federal income tax-free basis and enables the future Electronics and Water companies as well as “new” DuPont, as an 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 Business Separations are 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 Business Separations 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 Business Separations. 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 Business Separations;

• unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or regulatory or political conditions;

• difficulties in optimizing the Intended Business Separations in an efficient and effective manner to achieve business opportunities and growth prospects;

• costs or inefficiencies associated with dis-synergies related to the Intended Business Separations, including due to increased borrowing costs;

• the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as result of the devotion of management’s attention to the Intended Business Separations;

• the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Business Separations;

• 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 creating the operations of the Intended Business Separations; and

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

If the Intended Business Separations are 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 Business Separations 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 Business Separations. Each of these risks may diminish the benefits the Company expects to realize from the Intended Business Separation. Further, if the Intended Business Separations are 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 the Company and 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 Separation Transactions may adversely impact DuPont’s ability to access the capital markets and its cost of capital.

The Intended Business Separations 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 Business Separations, 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 expects to repay, redeem, repurchase or exchange all of its senior notes, of which there are about $7.1 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.

If either distribution, together with certain related transactions, 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.

It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to each distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, each such distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”). The Tax Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the FutureCos, regarding the past and future conduct of each of the three businesses and other matters. Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that either, or both, of the distributions 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 distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion. If the distributions 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 a distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont. Under a tax matters agreement expected to be entered into between DuPont and the FutureCos, the responsibility for such taxes may be allocated to the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify DuPont against any such taxes imposed on it. To the extent that DuPont is responsible for any liability as a result of the failure of either 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 reporting periods following the Intended Business Separations.

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

Issuer Purchases of Equity Securities

In the first quarter 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 following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended June 30, 2024:

1. In February 2024, DuPont entered into accelerated share repurchase agreements (the "Q1 24 ASR Transaction") with a financial institution to repurchase an aggregate of $500 million of common stock, under the $1B Share Buyback Program. On April 26, 2024, the Q1 2024 ASR Transaction was completed and the remaining 1.0 million shares were received and retired for a total of 6.9 million shares based on the volume-weighted average stock price for DuPont common stock during the terms of the Q1 24 ASR Transaction, less an agreed upon discount. See Note 16 to the interim Consolidated Financial Statements for additional information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.