DuPont de Nemours 10-Q 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38196

DUPONT DE NEMOURS, INC.

(Exact name of registrant as specified in its charter)

(302) 295-5783

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☑ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

The registrant had 418,975,324 shares of common stock, $0.01 par value, outstanding at November 4, 2025.

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2025

TABLE OF CONTENTS

DuPontTM and all products, unless otherwise noted, denoted with TM, SM or ® are trademarks, service marks or registered trademarks of affiliates of DuPont de Nemours, Inc.

Overview

DuPont de Nemours, Inc. (“DuPont”) completed the previously announced 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 of record as of October 22, 2025 of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Distribution”). As a result, beginning in the fourth quarter of 2025, the financial results of the divested Electronics business will be reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to TJC LP, (“TJC”), in return for cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note from TJC in the principal amount of $300 million and a minority equity interest 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 in the first quarter of 2026, subject to customary closing conditions and receipt of regulatory approvals. As a result, beginning in the third quarter of 2025, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

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 reports financial results by segment, (the "Q1 2025 Segment Realignment"). As a result, the businesses separated as part of the Electronics Separation are reported separately from the Industrials businesses of DuPont. The Consolidated Financial Statements reflect the two segment reporting structure for all periods presented.

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure. This realignment will result in a change in reportable segments which will change 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 not reflective of the impact of Q4 2025 Segment Realignment. The Q4 Segment Realignment will be reflected in our 2025 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

Certain statements in this document 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. Forward-looking statements often contain words such as “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 statements. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

Forward-looking statements are not guarantees of future results. 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 to realize the intended benefits of the Electronics Separation and Distribution, including achievement of the intended tax treatment; contractual allocation to, and assumption by Qnity of certain liabilities, including certain legacy liabilities with respect to PFAS; the possibility of disputes, litigation or unanticipated costs in connection with the Electronics Separation and Distribution; and DuPont's success in achieving its intended post-Electronics Separation capital structure; (ii) the ability to timely effect, if at all, the Aramids Divestiture and the impact of the Aramids Divestiture on DuPont’s balance sheet, financial condition and future results of operations; (iii) risks and costs related to the impact of the arrangement to share future eligible PFAS costs by and among DuPont, Corteva and Chemours, including the outcome of pending or future litigation related to PFAS or PFOA, which includes personal injury claims and natural resource damages claims; the extent and cost of ongoing and potential future remediation obligations; and changes in laws and regulations applicable to PFAS chemicals; (iv) the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Electronics Separation, the Aramids Divestiture and completed and future, if any, divestitures, mergers, acquisitions,

and other portfolio management, productivity and infrastructure actions; (v) risks and uncertainties that are outside the Company’s control but adversely impact the overall environment in which DuPont, its customers and/or its suppliers operate, including changes in economic, political, regulatory, international trade, geopolitical, military conflicts, capital markets and other external conditions, including pandemics and responsive actions, as well as natural and other disasters or weather-related events; (vi) the ability to offset increases in cost of inputs, including raw materials, energy and logistics; (vii) the risks and uncertainties associated with continuing or expanding trade disputes or restrictions and responsive actions, new or increased tariffs or export controls including on exports to China of U.S.-regulated products and technology; (viii) other risks to DuPont’s business and operations, including the risk of impairment; (ix) risks and uncertainties in connection with completing the $2 billion share buyback authorization DuPont announced on November 6, 2025, including timelines, associated costs and the possibility the authorization may be suspended or discontinued prior to completion; and (x) other risk factors discussed in DuPont’s most recent annual report on Form 10-K, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with the U.S. Securities and Exchange Commission.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

DuPont de Nemours, Inc.

Consolidated Statements of Operations

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Comprehensive Income

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Condensed Consolidated Balance Sheets

Showing the first 8K of 187K characters. Open the full section

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

• Overview

• Result of Operations

• Segment Results

• Changes in Financial Condition

OVERVIEW

DuPont is a global innovation leader, providing advanced solutions that help transform industries and improve everyday life across our key markets including healthcare, water, construction, transportation, and electronics.

As of September 30, 2025, the Company has $3.5 billion of working capital and approximately $2.0 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

Outlined below are recent developments and material historical transactions impacting this Quarterly Report on Form 10-Q.

Qnity Spin-Off

Subsequent to quarter end, on November 1, 2024, DuPont completed the previously announced separation of its Electronics business, (the "Electronics Separation") by way of a pro rata distribution to holders of DuPont common stock as of the close of business on October 22, 2025, of all the issued and outstanding common stock of Qnity Electronics, Inc. (“Qnity” and the pro rata distribution, the "Distribution").

Aramids Divestiture

On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (Kevlar® and Nomex®), (the "Aramids Business") to TJC LP, (“TJC”), in a transaction valuing the Aramids Business at approximately $1.8 billion (the “Aramids Divestiture”), pursuant to which, subject to the satisfaction of customary closing conditions.

Recent Developments

New Jersey Settlement Agreement

In August 2025, DuPont together with Chemours and Corteva agreed to a proposed Judicial Consent Order with the State of New Jersey (the “NJ Settlement”) to resolve all outstanding claims by the State of New Jersey pending against the companies related to legacy use of a wide variety of substances of concern, including, but not limited to DNAPL (dense non-aqueous phase liquids), chemical solvents, and PFAS. The NJ Settlement is subject to approval from the Federal District Court of New Jersey (Camden), (the “NJ Court”). See Note 14 to the interim Consolidated Financial Statement for additional information.

Macroeconomic Conditions

In recent months, the U.S. government has announced various actions related to trade, such as the imposition of new or increased tariffs on product imports from certain countries, including Canada, Mexico and China. There is significant uncertainty about the ultimate extent and duration of the tariffs, responsive actions from other countries and the resulting impacts, including on general economic conditions and on the Company’s financial condition, liquidity, or results of operations. Ultimately, these trade disputes and policy changes, including actions taken in response, have the potential to reduce the competitiveness of DuPont products and cause sales to decline, which could adversely affect the Company’s business, financial condition and results of operations.

See Part II, Item 1A. Risk Factors for additional information.

Q1 2025 Segment Realignment

Effective in the first quarter of 2025, in light of 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 reports financial results by segment, (the "Q1 2025 Segment Realignment"). As a result, the businesses separated as part of the Electronics Separation are reported separately from the Industrials businesses of DuPont. The Consolidated Financial Statements have been recast for all periods presented to reflect the new two segment reporting structure as described below:

• ElectronicsCo includes the businesses within the Semiconductor Technologies and Interconnect Solutions lines of business, as well as the electronics-related product lines previously within Industrial Solutions, including electronics polymers and perfluoroeasltomer materials and parts (Kalrez®).

• IndustrialsCo includes the businesses within the former Water & Protection segment, the healthcare and non-electronics businesses, including Vespel® parts and shapes, previously in Industrial Solutions and the Auto Adhesives & Fluids, MultibaseTM and Tedlar® businesses, previously within Corporate & Other.

Beginning in the fourth quarter of 2025, the financial results of the Electronics business will be reflected in the Consolidated Financial Statements as discontinued operations, along with comparative periods.

Dividends

On November 6, 2025, the Board of Directors declared a fourth quarter 2025 dividend for New DuPont of $0.20 per share, payable on December 15, 2025, to shareholders of record on November 28, 2025.

On June 25, 2025, the Company announced that its Board of Directors declared a third quarter 2025 dividend of $0.41 per share which was paid on September 15, 2025, to shareholders of record on August 29, 2025.

RESULTS OF OPERATIONS

The following table summarizes sales variances by segment and geographic region from the prior year:

1.Europe, Middle East and Africa.

The Company reported net sales for the three months ended September 30, 2025 of $3.1 billion, up 7 percent from $2.9 billion for the three months ended September 30, 2024, due to a 7 percent increase in volume and a 1 percent favorable currency impact partially offset by a 1 percent decrease in local price and product mix. The volume increase was driven by ElectronicsCo (up 11 percent) and IndustrialsCo (up 5 percent). Local price and product mix decreased in ElectronicsCo and IndustrialsCo (both down 1 percent). The Company had an approximately $70 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.

Net sales for the nine months ended September 30, 2025 were 8.7 billion, up 6 percent from $8.3 billion for the nine months ended September 30, 2024, due to a 7 percent increase in volume partially offset by a 1 percent decrease in local price and product mix. The volume increase was primarily driven by ElectronicsCo (up 12 percent). Local price and product mix declined in ElectronicsCo (down 2 percent) and IndustrialsCo (down 1 percent).

Cost of Sales

Cost of sales was $1.9 billion for the three months ended September 30, 2025 up from $1.7 billion for the three months ended September 30, 2024. Cost of sales increased for the three months ended September 30, 2025 primarily due to increased sales volume.

Cost of sales as a percentage of net sales remained flat at 61 percent for both the three months ended September 30, 2025 and 2024.

Cost of sales was $5.3 billion for the nine months ended September 30, 2025, up from $5.1 billion for the nine months ended September 30, 2024. Cost of sales increased for the nine months ended September 30, 2025 primarily due to increased sales volume.

Cost of sales as a percentage of net sales for the nine months ended September 30, 2025 was 61 percent compared with 62 percent for the nine months ended September 30, 2024. The slight decrease as a percentage of sales for the nine months ended September 30, 2025 compared to the prior period was primarily due lower raw material costs.

Research and Development Expenses ("R&D")

R&D expenses totaled $140 million in the third quarter of 2025, up from $127 million in the third quarter of 2024. R&D as a percentage of net sales was relatively consistent period over period at 5 percent and 4 percent for the three months ended September 30, 2025 and 2024, respectively. The slight increase is driven by growth investments.

R&D expenses totaled $404 million in the first nine months of 2025, up from $370 million in the first nine months of 2024. R&D as a percentage of net sales was relatively consistent period over period at 5 percent and 4 percent for the nine months ended September 30, 2025 and 2024. The slight increase is driven by growth investments.

Selling, General and Administrative Expenses ("SG&A")

SG&A expenses were $387 million in the third quarter of 2025, up from $368 million in the third quarter of 2024. SG&A as a percentage of net sales was consistent period over period at 13 percent for the three months ended September 30, 2025 and 2024, respectively. The change for the three months ended September 30, 2025 as compared with the same period of the prior year was primarily due to an increase in legal expenses and personnel-related expenses.

For the first nine months of 2025, SG&A expenses were $1,127 million, down slightly from $1,134 million in the first nine months of 2024. SG&A as a percentage of net sales decreased slightly period over period at 13 percent compared to 14 percent for the nine months ended September 30, 2025 and 2024, respectively. The change for the nine months ended September 30, 2025 as compared with the same period of the prior year was primarily due to lower legal and personnel-related expenses.

Amortization of Intangibles

Amortization of intangibles was $121 million in the third quarter of 2025, down from $132 million in the third quarter of 2024. In the first nine months of 2025, amortization of intangibles was $375 million, down from $396 million in the same period of the prior year. The decrease for the three and nine months ended September 30, 2025 as compared with the same periods of the prior year was primarily due to the absence of amortization in the current period from fully amortized assets.

Restructuring and Asset Related Charges - Net

Restructuring and asset related charges - net were $20 million in the third quarter of 2025, down slightly from $21 million charges in the third quarter of 2024. In the first nine months of 2025, restructuring and asset-related charges - net were $67 million, up from $56 million charges in the same period last year. The activity for the three and nine months ended September 30, 2025 primarily related to the Transformational Separation-Related Restructuring Program. The activity for the three and nine months ended September 30, 2024 primarily related to the 2023-2024 Restructuring Program. See Note 6 to the interim Consolidated Financial Statements for additional information.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting and other professional advisory fees. The Company recorded $139 million and $43 million for the three months ended September 30, 2025 and 2024, respectively, and $383 million and $51 million for the nine months ended September 30, 2025 and 2024, respectively*.* These costs for all periods presented were associated with the Electronics Separation.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was $14 million in the third quarter of 2025, up from $7 million in the third quarter of 2024. The increase for the three month period is due to higher equity earnings in an equity affiliate offset by the loss from equity earnings from Derby.

In the first nine months of 2025, the Company's share of earnings of nonconsolidated affiliates was $30 million, up from $27 million in the first nine months of 2024.The increase for the nine month period is due to higher equity earnings across affiliates offset by the loss from equity earnings from Derby.

See Note 11 to the interim Consolidated Financial Statements for additional information.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income (expense) - net in the third quarter of 2025 was $24 million of income compared with $200 million in the third quarter of 2024. Interest rate swap impacts includes a loss of $3 million and a gain of $191 million for the three months ended September 30, 2025 and 2024, respectively, and included mark-to-market adjustments. Interest income was $27 million and $14 million for the three months ended September 30, 2025 and 2024, respectively, which includes $9 million for the three and nine months ended September 30, 2025 related to interest income earned from cash received associated with the Qnity Notes. The three months ended September 30, 2025 and 2024 included $11 million and $17 million, respectively, net foreign exchange loss.

In the first nine months of 2025, sundry income (expense) - net was income of $112 million compared $147 million in the first nine months of 2024. The first nine months of 2025 included $48 million gain related to interest rate swap activity including mark-to-market adjustments and interest income of $68 million, partially offset by foreign exchange losses of $33 million. The first nine months of 2024 included a $152 million net gain related to interest rate swap activity including mark-to-market adjustments and $55 million of interest income partially offset by a $74 million loss on debt extinguishment and a $17 million loss on foreign exchange.

See Notes 7 and 19 to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $99 million and $87 million for the three months ended September 30, 2025 and 2024, respectively, and $266 million and $282 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in interest expense during the three months ended September 30, 2025 compared to the same period the prior year is primarily due to $14 million of interest expense associated with the Qnity Notes partially offset by a reduction in capitalized interest.

The decrease in interest expense during the nine months ended September 30, 2025 compared to the same period the prior year is primarily due to the absence of interest expense on the partial redemption of $650 million aggregate principal amount of the 2038 notes and the dedesignation of 2022 Swaps partially offset by interest expense associated with the Qnity Notes.

See Note 19 to the interim Consolidated Financial Statements for further detail on the 2022 Swaps.

Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based, among other factors, on where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the third quarter of 2025 was 5.8 percent, compared with an effective tax rate of 17.9 percent for the third quarter of 2024. The lower effective tax rate for the third quarter of 2025 in comparison to the third quarter of 2024 was principally the result of the release of a valuation allowance on certain tax attributes in connection with the anticipated Aramids Divestiture. For the first nine months of 2025, the effective tax rate on continuing operations was 20.4 percent, compared with 27.7 percent for the first nine months of 2024. The decrease of the effective tax rate in 2025 included the previously mentioned valuation allowance release in comparison to 2024 which included certain discrete tax expenses, including an international statutory tax settlement for which the Company is partially indemnified.

SEGMENT RESULTS

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources. 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 future reimbursable indirect costs, and adjusted for significant items.

INDUSTRIALSCO

The IndustrialsCo segment is a leading provider of engineered products and integrated solutions primarily serving medical, including packaging and specialty medical devices, water filtration, worker safety, automotive, including electric vehicles, aerospace and building product end markets. The segment satisfies the growing needs of our customers and delivers solutions that make life safer and healthier. By uniting market-driven innovation with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs on a global scale. On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition") and is included within this segment.

IndustrialsCo net sales were $1,797 million for the three months ended September 30, 2025, up 5 percent compared to $1,715 million for the three months ended September 30, 2024. Net sales increased due to a 5 percent increase in volume and 1 percent increase from favorable currency impacts, offset by a 1 percent decrease in local price and product mix. Volume gains in Healthcare & Water Technologies were driven by growth for medical packaging and biopharma and continued strength in reverse osmosis and ion exchange. Within Diversified Industrials, volume gains were driven by growth in Industrial Technologies, partially offset by declines in the construction markets. IndustrialsCo had an approximately $30 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.

Operating EBITDA was $465 million for the three months ended September 30, 2025, up 4 percent compared with $445 million for the three months ended September 30, 2024, primarily due to the impact of volume growth and productivity, partially offset by growth investments.

IndustrialsCo net sales were $5,157 million for the nine months ended September 30, 2025, up 3 percent compared to $5,028 million for the nine months ended September 30, 2024. Net sales increased due to a 4 percent increase in volume, offset by a 1 percent decrease in local price and product mix. Volume gains in Healthcare & Water Technologies were partially offset by a volume decline in Diversified Industrials. Healthcare & Water Technologies volume gains were driven by growth for medical packaging and biopharma and strength in reverse osmosis. Within Diversified Industrials, volume declines were primarily due to declines in construction and automotive end-markets. The decline in local price and product mix is within Diversified Industrials. Portfolio was flat reflecting sales activity associated with the acquisition of Donatelle which closed in July 2024, offset by the exit of a Tedlar® photovoltaic product line beginning in the fourth quarter of 2024. IndustrialsCo had an approximately $30 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.

Operating EBITDA was $1,320 million for the nine months ended September 30, 2025, up 6 percent compared with $1,244 million for the nine months ended September 30, 2024, primarily due to the impact of volume growth and productivity and savings from prior year restructuring actions, partially offset by lower pricing and growth investments.

ELECTRONICSCO

ElectronicsCo is a leading provider of materials and solutions for semiconductor and electronics industries. The segment empowers its customers’ technology roadmaps to enable advancements in megatrends such as artificial intelligence, advanced computing and advanced connectivity. ElectronicsCo partners with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. The segment is a leading provider of semiconductor fabrication consumables such as CMP materials and microlithography. In addition, the segment provides leading solutions for advanced packaging of semiconductors, key materials such as metallization processes for printed circuit boards, and assembly technologies such as thermal management and electromagnetic shielding. ElectronicsCo is a leading provider of cutting-edge materials for the manufacturing of displays for organic light emitting diode (OLED) and innovative elastomer solutions and parts for semiconductor equipment and other critical industrial applications.

ElectronicsCo net sales were $1,275 million for the three months ended September 30, 2025, up 11 percent from $1,147 million for the three months ended September 30, 2024. Net sales increased due to a 11 percent increase in volume and 1 percent increase from favorable currency impacts, partially offset by a 1 percent decrease in local price and product mix. Volume growth in Interconnect Solutions was driven by continued demand strength from AI-driven technology ramps and benefits from content and share gains. Within Semiconductor Technologies, volume gains were driven by end-market demand, primarily due to advanced nodes and AI technology applications. ElectronicsCo had an approximately $40 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.

Operating EBITDA was $403 million for the three months ended September 30, 2025, up 6 percent compared with $379 million for the three months ended September 30, 2024, primarily due to organic growth, partially offset by growth investments to support advanced node transitions and AI technology ramps.

ElectronicsCo net sales were $3,563 million for the nine months ended September 30, 2025, up 10 percent from $3,235 million for the nine months ended September 30, 2024. Net sales increased due to a 12 percent increase in volume, partially offset by a 2 percent decrease in local price and product mix. Volume growth in Interconnect Solutions was due to continued demand strength from AI-driven technology ramps, and benefits from content and share gains. Within Semiconductor Technologies, volume gains were driven by end-market demand, primarily due to advanced nodes and AI technology application. ElectronicsCo had an approximately $40 million benefit from order timing related to system cut-over activities in advance of the Electronics Separation.

Operating EBITDA was $1,149 million for the nine months ended September 30, 2025, up 15 percent compared with $1,002 million for the nine months ended September 30, 2024, primarily due to volume growth and lower legal costs, partially offset by strategic growth investments to support advanced node transitions and AI technology ramps.

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2024 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. Discussion below provides the updates to this information for the nine months ended September 30, 2025.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase the Company’s optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. The Company’s primary source of incremental liquidity is cash flows from operating activities. Management expects the generation of cash from operations and the ability to access the debt capital markets and other sources of liquidity will continue to provide sufficient liquidity and financial flexibility to meet the Company’s and its subsidiaries' obligations as they come due. However, DuPont is unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, the Company has taken steps to further ensure liquidity and capital resources, as discussed below.

The Company's cash and cash equivalents at September 30, 2025 and December 31, 2024 were $2.0 billion and $1.8 billion, respectively, of which approximately $1.2 billion and $1.1 billion at September 30, 2025 and December 31, 2024, respectively, were held by subsidiaries in foreign countries, including United States territories. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Due to the Electronics Separation, the Company reevaluated its permanent reinvestment assertion and determined that certain foreign earnings would be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Total debt at September 30, 2025 and December 31, 2024 was $8,899 million and $7,171 million, respectively. The increase was primarily due to the Qnity Notes Offering in August 2025.

As of September 30, 2025, the Company is contractually obligated to make future cash payments of $9.0 billion and $4.6 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $1.9 billion will be due in the next twelve months. The Company may address the maturity with cash on hand, issuance of commercial paper, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them. Related to interest, $422 million will be due in the next twelve months, and the remainder will be due subsequent to September 30, 2026. The majority of interest obligations will be due in 2030 or later. The information presented is inclusive of contractual obligations on the senior notes issued by Qnity in preparation for the Electronics Separation.

In relation to the Company’s 2024 fixed-to-floating interest rate swap agreements, there is a mandatory early termination date of December 15, 2025. The mark-to-market value on these swaps at September 30, 2025 is $75 million recorded in “Accrued and other current liabilities” in the interim Consolidated Statements of Operations. The final settlement amount will depend on movements in interest rates. Refer to Note 19 to the Consolidated Financial Statements for more information on the Company’s interest rate swap agreements.

Qnity Financing

In August 2025, Qnity, a wholly-owned subsidiary of DuPont, issued $1.0 billion aggregate principal amount of 5.750% senior secured notes due 2032 (the “ Qnity Secured Notes”) and $750 million aggregate principal amount of 6.250% senior unsecured notes due 2033 (the “Qnity Unsecured Notes,” and together with the Secured Notes, the “Qnity Notes”). Qnity also issued and fully allocated a senior secured revolving credit facility for $1.25 billion due 2030 and a senior secured term loan facility for $2.35 billion due 2032 in the second quarter 2025 (the “Qnity Credit Facilities”). The Qnity Credit Facilities became effective immediately prior to the Electronics Separation, but after September 30, 2025. On October 31, 2025, Qnity used the net proceeds from the Qnity Notes, together with borrowings under the Qnity Credit Facilities and cash on hand, to finance the payment of a cash distribution to DuPont of approximately $4.1 billion, inclusive of financing related fees plus the pre-funded accrued interest deposit in connection with the issuance of notes (and any investment returns thereon).

At September 30, 2025 until October 31, 2025, the gross proceeds of the Qnity Notes and the pre-funded accrued interest deposit were held in escrow and reflected as “Restricted cash and cash equivalents” in the Consolidated Balance Sheets. Subsequent to the quarter ended September 30, 2025, the gross proceeds held in escrow were released in connection with the completion of the Qnity Spin-Off on November 1, 2025. The proceeds from the Qnity distribution have been primarily used to repay the Company’s Existing and/or New Notes.

Debt Exchange

In September 2025, DuPont announced the commencement, in connection with the contemplated Qnity Spin-Off, of offers to exchange any and all of its outstanding (i) 4.725% Notes due 2028 , (ii) 5.319% Notes due 2038 and (iii) 5.419% Notes due 2048 (respectively, the “2028 Existing Notes”, the “2038 Existing Notes” and the “2048 Existing Notes” and collectively, the “Existing Notes”) for new notes to be issued by DuPont (respectively, the “2028 New Notes”, the “2038 New Notes” and the “2048 New Notes” and collectively the “New Notes”) concurrently with the offers to exchange the Existing Notes for New Notes (collectively, the “Exchange Offers”).

The Exchange Offers were completed and settled on October 2, 2025 and in connection with the settlement of the Exchange Offers, DuPont issued $1,584 million aggregate principal amount of the New 2028 Notes in exchange for the 2028 Notes tendered and accepted by DuPont, approximately $226 million aggregate principal amount of New 2038 Notes in exchange for the 2038 Notes tendered and accepted by DuPont and approximately $295 million aggregate principal amount of New 2048 Notes and (collectively with the New 2028 Notes and the New 2038 Notes, the “New Notes”) in exchange for the 2048 Notes tendered and accepted by DuPont.

Each series of the New Notes provides for special mandatory redemption as discussed below. Each series of the New Notes has the same interest rate, interest payment dates, maturity date and optional redemption provisions as the applicable series of Existing Notes; provided that the methodology for calculating any make-whole redemption price for the New Notes reflects the Securities Industry and Financial Markets Association model provisions. Interest is payable on the New 2028 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2028. Interest is payable on the New 2038 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2038. Interest is payable on the New 2048 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2048.

Upon the completion of the Distribution, the special mandatory redemption event was triggered under each series of New Notes (the "Special Mandatory Redemption Even"). As a result, DuPont is required to redeem $900 million principal amount of the New 2028 Notes, approximately $226 million principal amount of the New 2038 Notes and approximately $295 million principal amount of the New 2048 Notes on the Special Mandatory Redemption Date (as defined below) (such redemption the "Special Mandatory Redemption"), at a redemption price (the “Special Mandatory Redemption Price”) equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on each series of the New Notes discounted to the Special Mandatory Redemption Date (assuming each series of the New Notes matured on the applicable par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (i) 25 basis points in the case of the New 2028 Notes and (ii) 30 basis points in the case of the New 2038 Notes and the New 2048 Notes, less (b) interest accrued to the Special Mandatory Redemption Date, and (2) 100% of the principal amount of the applicable series of the New Notes to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but excluding the Special Mandatory Redemption Date.

The Company has sent redemption notices to the holders of the New Notes on November 3, 2025 indicating a Special Mandatory Redemption Date of November 7, 2025.

Consent Solicitation and Offer to Purchase

On November 3, 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $649 million (or approximately 83.9%) of the 2038 Notes and $1,118 million (or approximately 60.25%) of the 2048 Notes, each issued pursuant to the Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and the Trustee (collectively, the “Indenture”). Pursuant to the Transaction Support Agreement, (i) DuPont has agreed to launch, and the Supporting Holders have agreed to provide their consents with respect to their 2038 Notes and 2048 Notes (as applicable) in support of a solicitation of consents (the “Consent Solicitations”) with respect to the adoption of certain proposed amendments (the “Proposed Amendments”) to the Indenture governing the applicable series of 2038 Notes and 2048 Notes to expressly permit DuPont to consummate the Electronics Separation and the proposed sale of its Aramids Business, and (ii) DuPont has agreed to launch and the Supporting Holders have agreed to tender $1,029 million aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up

to $739 million aggregate principal amount of the 2048 Notes (the "Tender Cap") at a purchase price equal to $1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer.

Following successful consummation of the Tender Offer, repayment at maturity of DuPont’s 4.493% Notes due 2025 and payment of the Special Mandatory Redemption of the New Notes, DuPont will have successfully achieved its intended post-Electronics Separation capital structure by repaying approximately $4.0 billion aggregate principal amount of its senior notes, with total refinancing expenses of approximately $156 million (including redemption premiums and excluding swap termination expenses).

Revolving Credit Facilities

In May 2025, the Company entered into a $1 billion 364-day revolving credit facility (the "364-Day Revolving Credit Facility"). Prior to entering the new facility, the Company held another $1 billion 364-day revolving credit facility. There were no drawdowns of either facility during the nine month period ended September 30, 2025. The new 364-Day Revolving Credit Facility will be used for general corporate purposes.

In May 2025, the Company amended its $2.5 billion 5-year revolving credit facility to extend the maturity date to April 2028. In addition, the amended facility decreased to $2.0 billion upon the occurrence of the Electronics Separation.

The amended 5-year revolving credit facility is generally expected to remain undrawn and serve as a backstop to the Company's commercial paper and letter of credit issuance. Upon occurrence of the Electronics Separation, the Company reduced its authorized commercial paper program to $2.0 billion.

Interest Rate Swaps

During the third quarter of 2025, the Company executed a partial termination to unwind approximately 30 percent of the swap related to the 2048 notes for about $20 million, representing the respective allocation of the fair value of the swap at the time of settlement. The partial termination was undertaken to better align the Company's hedge portfolio with its anticipated revised debt profile.

New Jersey Settlement Agreement

In connection with the NJ Settlement the Company will incur costs and undertake certain funding obligations. See Note 14 to the interim Consolidated Financial Statement for additional information.

Credit Ratings

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value. At November 4, 2025, DuPont's credit ratings were as follows:

In the second quarter of 2024, Standard & Poor’s ("S&P") and Fitch Ratings ("Fitch") placed the Company on credit watch negative and Moody’s Investors Service ("Moody's") placed the Company on outlook negative following the Company’s May 2024 separation announcement. In September 2025 and November 2025, Fitch and S&P, respectively, updated the Company’s outlook to stable.

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At September 30, 2025, the Company was in compliance with this financial covenant.

Summary of Cash Flows

The Company’s cash flows from operating, investing and financing activities from continuing operations and cash used in discontinued operations, as reflected in the interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flows from Operating Activities - Continuing Operations

In the first nine months of 2025, cash provided by operating activities of continuing operations was $1,260 million, compared with $1,517 million in the same period last year. The decrease in cash provided by operating activities of continuing operations is primarily from an increase in cash used by transaction costs related to the Electronics Separation, net working capital and net impact from changes in variable compensation.

The table below reflects net working capital on a continuing operations basis:

Cash Flows from Investing Activities - Continuing Operations

In the first nine months of 2025, cash used for investing activities of continuing operations was $540 million, compared with $683 million in the first nine months of 2024. The decrease in cash used for investing activities of continuing operations is primarily attributable to a lower cash outflow from the Sinochem acquisition in 2025 compared to the Donatelle acquisition in 2024.This is partially offset by an increase in capital expenditures driven by timing of the projects.

Cash Flows from Financing Activities - Continuing Operations

In the first nine months of 2025, cash provided by financing activities of continuing operations was $1,155 million compared with cash used of $1,665 million in the same period last year. The increase in cash provided by financing activities of continuing operations is primarily attributable to the issuance of Qnity Notes in 2025, compared with the absence of share buyback activities and partial redemption of the 2038 notes in the first nine months of 2024.

Cash Flows from Discontinued Operations

In the first nine months of 2025 cash provided by discontinued operations was $36 million compared with cash used in discontinued operations of $277 million in the same period last year. The increase in cash provided by discontinued operations primarily relates to the absence of $408 million related to the Water District Settlement Fund that was removed from Restricted cash and cash equivalents in the second quarter 2024 upon final judgment and the receipt of an indemnification in the third quarter of 2025 related to a divested business. Refer to Notes 4 and 14 to the interim Consolidated Financial Statements for additional information.

Dividends

On February 21, 2025, the Board of Directors declared a first quarter 2025 dividend of $0.41 per share, paid on March 17, 2025, to shareholders of record on March 3, 2025.

On April 29, 2025, the Board of Directors declared a second quarter 2025 dividend of $0.41 per share, paid on June 16, 2025, to shareholders of record on May 30, 2025.

On June 25, 2025, the Company announced that its Board declared a third quarter 2025 dividend of $0.41 per share payable on September 15, 2025, to shareholders of record on August 29, 2025.

On November 6, 2025, the Company announced that its Board declared a fourth quarter dividend for New DuPont of $0.20 per share payable on December 15, 2025, to shareholders of record on November 28, 2025.

Share Buyback Programs

In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three intended financial counterparties to repurchase an aggregate of $2 billion of common stock (“$2B ASR Transaction”). In the first quarter of 2024, the $2B ASR Transaction was completed. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction. The completion of the $2B ASR Transaction effectively completed the $5B Share Buyback Program and the Company's stock repurchase authorization.

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”). As described below, the Company repurchased and retired $500 million of common stock under the $1B Share Buyback Program prior to its expiration on June 30, 2025.

In the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of $500 million of common stock (“Q1 24 ASR Transaction”). In the second quarter 2024, the Q1 2024 ASR Transaction was completed. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.

On November 6, 2025, the Company announced that its Board of Directors, post the Electronics Separation, approved a new share repurchase authorization of up to $2 billion of common stock (the “$2B Authorization”). Under the $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, which may include accelerated share repurchase transactions. The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements. The Company expects to launch an accelerated share repurchase transaction under the authorization to repurchase $500 million, in aggregate, of common stock.

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $17 million by year-end 2025 to pension and other post-employment benefit plans, including plans held in discontinued operations. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring

In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the planned separation of the future Electronics company and the future New DuPont company, (the "Transformational Separation-Related Restructuring Program"). The Company recorded pre-tax restructuring charges of $67 million inception-to-date, consisting of severance and related benefit costs of $52 million, $6 million of asset related charges and $9 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $47 million at September 30, 2025 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2026.

In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum Acquisition and Delrin® Divestiture (the "2023-2024 Restructuring Program"). As a result, the Company recorded pre-tax restructuring charges of $174 million inception-to-date, consisting of severance and related benefit costs of $101 million and asset related charges of $73 million. At September 30, 2025 and December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $14 million and $36 million, respectively, for severance and related benefit costs, recognized in “Accrued and other current liabilities” in the interim Consolidated Balance Sheets. Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $26 million in “Cost of Sales” within the interim Consolidated Statements of Operations for the nine months ended September 30, 2024.

See Note 6 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.

See Note 19 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2024 Annual Report on Form 10-K for information on the Company's utilization of financial instruments and an analysis of the sensitivity of these instruments.

Evaluation of Disclosure Controls and Procedures

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 (Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.

As of September 30, 2025, the Company's Chief Executive Officer (CEO) and Chief Financial Officer (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 CEO and CFO concluded that these disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

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 last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various litigation matters, including, but not limited to, product liability, patent infringement, antitrust claims, and claims for third party property damage or personal injury stemming from alleged environmental torts. Information regarding certain of these matters is set forth below and in Note 14 to the interim Consolidated Financial Statements.

Litigation

See Note 14 to the interim Consolidated Financial Statements.

Environmental Proceedings

The Company believes it is remote that the following matters will have a material impact on its financial position, liquidity or results of operations. The description is included per Regulation S-K, Item 103(c) of the Securities Exchange Act of 1934.

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

In 2016, the U.S. Environmental Protection Agency (“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 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 was also named as a defendant simply as the landlord/property owner. The lawsuit sought injunctive relief requiring Denka to eliminate the alleged imminent and substantial endangerment posed by its chloroprene emissions from the facility. On March 7, 2025, the EPA and DOJ, acting on direction from the current Presidential administration, dismissed the lawsuit.

New Jersey PFAS Directive

This matter is resolved by the proposed Judicial Consent Order with the State of New Jersey reached in August 2025. See Note 14 to the interim 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 accepting EPA’s offer to meet and confer.

Other than the risk factor 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, 2024.

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.

Trade regulations, policies and disputes can and have increased tariffs and trade barriers, which can and have limited DuPont’s ability to sell certain products to certain customers, and have otherwise impacted its global supply and distribution chains and research and development activities, particularly those arising out of relations between the U.S. and China. The U.S. government recently announced tariffs on product imports from certain countries, including Canada, Mexico and China. These actions have resulted, and are expected to further result, in responsive actions by impacted countries on U.S. goods and companies. The extent and duration of the tariffs and 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 merchandise, and DuPont’s buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs.

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 that 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. Compliance with these laws could significantly limit the Company’s sales in the future.

Ultimately, changes in, and responses to, U.S. trade controls have the potential to reduce the competitiveness of DuPont products and cause sales to decline, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Such risks may be especially exacerbated as they relate to China and Hong Kong, a market that represented approximately 19 percent of the Company’s consolidated net sales for the year ended December 31, 2024.

On April 4, 2025, the Company announced that it was aware of a report that the State Administration for Market Regulation of the People's Republic of China ("SAMR") has initiated an investigation in connection with the Company’s Tyvek® business. On July 22, 2025, SAMR announced it had suspended the antitrust investigation process. DuPont Tyvek® sales to China in full year 2024 were approximately $90 million, less than 1 percent of DuPont’s 2024 consolidated net sales.

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

Issuer Purchases of Equity Securities

For the three months ended September 30, 2025, there were no purchases of the Company’s common stock. As described in Management’s Discussion & Analysis, the company repurchased and retired $500 million of common stock under the $1B Share Buyback Program prior to its expiration on June 30, 2025.

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Insider Trading Arrangements and Policies

During the three months ended September 30, 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.

Termination of Certain Compensatory Arrangements

On April 29, 2025, the DuPont Board of Directors terminated the Company’s Pension Restoration Plan effective April 29, 2025.

*Filed herewith

† Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DUPONT DE NEMOURS, INC.

Registrant

Date: November 6, 2025