DuPont de Nemours 10-Q 2026-03-31

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 March 31, 2026

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 409,921,306 shares of common stock, $0.01 par value, outstanding at May 1, 2026.

DuPont de Nemours, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended March 31, 2026

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. ("DuPont" or the "Company").

Overview

On April 1, 2026, DuPont completed the sale of the Aramids business (the “Aramids Business" and the divestiture of the Aramids Business, the "Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC LP, (“TJC”), 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 New Arclin U.S. Holding Corp., which now owns the Arclin global materials business and the Aramids Business. The financial results of the divested Aramids Business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations, along with comparative periods.

On March 18, 2026, the Company announced that it plans to seek approval at its 2026 Annual Meeting of Stockholders for an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of DuPont’s Board of Directors (the "Board of Directors"), a reverse stock split of the Company’s common stock, par value $0.01 per share, at a ratio of not less than 1-for-2 or more than 1-for-4, with the exact ratio to be determined by the Board of Directors at a later date (the "Intended Reverse Stock Split"). If and when the Intended Reverse Stock Split is effected, the Certificate of Incorporation will also be amended to reflect a corresponding reduction in the number of authorized shares of the Company's common stock by the selected reverse stock split ratio. The interim Consolidated Financial Statements have not been retrospectively adjusted to reflect the Intended Reverse Stock Split, which remains subject to stockholder approval.

On November 1, 2025, DuPont 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 the comparative period of DuPont's interim Consolidated Financial Statements as discontinued operations.

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 (the "Exchange Act"). 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 the Qnity 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 per- and polyfluoroalkyl substances ("PFAS") and the possibility of disputes, litigation or unanticipated costs in connection with the Electronics Separation and Qnity Distribution; (ii) 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, Inc. ("Corteva") and The Chemours Company ("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 geopolitical conflicts or 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 announced on November 6, 2025 (the "$2B Authorization"), including timeline, associated costs and the possibility that the authorization may be suspended or discontinued prior to completion; (x) the ability to implement, and realize the intended benefits of, the Intended Reverse Stock Split; (xi) the impact of the invalidation of certain tariffs imposed under the International Emergency Economic Powers Act and (xii) 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 (the "SEC").

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

See Notes to the Consolidated Financial Statements.

DuPont de Nemours, Inc.

Consolidated Statements of Cash Flows

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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 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.

As of March 31, 2026, the Company had $2.0 billion of working capital and approximately $0.7 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 material historical transactions and recent developments impacting this Quarterly Report on Form 10-Q.

Aramids Divestiture

On April 1, 2026, DuPont completed the sale of 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 New Arclin U.S. Holding Corp ("Arclin") that will hold the Arclin global materials business and the Aramids business being divested. The financial results of the Aramids divested business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations, along with comparative periods.

Electronics Separation

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 results of operations of the Electronics Business for the three months ended March 31, 2025, are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations.

Recent Developments

Macroeconomic Conditions

In February 2026, military conflict in the Middle East involving the United States, Israel, and Iran heightened geopolitical uncertainty. The Company does not have operations in Iran, and the conflict has not had a material impact on the Company’s financial condition or results of operations to date. The impact on the Company’s business, financial condition, or results of operations will depend on factors such as the severity and duration of the conflict, the scope and enforcement of related governmental actions and the degree of disruption to global logistics and supply chains. The Company continues to monitor developments and assess potential impacts.

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

International Emergency Economic Powers Act Tariffs

In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act, and the collecting agency ceased assessment of those tariffs shortly thereafter. The U.S. Supreme Court did not address remedies, including the availability or process for refunds, which remain subject to ongoing proceedings and potential appeals by the U.S. government. As a result, the timing, scope, and mechanics of any refunds remain uncertain and dependent on future legal outcomes and administrative feasibility and, as a result, the interim Consolidated Financial Statements do not reflect any potential tariff refunds or related payments. The Company continues to monitor developments related to the ruling, which represent a known uncertainty that could affect future results depending on the ultimate resolution.

Intended Reverse Stock Split

On March 18, 2026, the Company announced that it plans to seek approval at its 2026 Annual Meeting of Stockholders for an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board of Directors, the Intended Reverse Stock Split. If and when the Intended Reverse Stock Split is effected, the Certificate of Incorporation will also be amended to reflect a corresponding reduction in the number of authorized shares of the Company's common stock by the selected reverse stock split ratio. The interim Consolidated Financial Statements do not reflect the impact of the Intended Reverse Stock Split, which remains subject to stockholder approval.

Dividends

On February 19, 2026, the Board of Directors declared a first quarter 2026 dividend of $0.20 per share, which was paid on March 16, 2026 to shareholders of record on March 2, 2026.

On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.20 per share, which is payable on May 29, 2026 to shareholders of record on May 15, 2026.

The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company’s Board of Directors

RESULTS OF OPERATIONS

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

1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

The Company reported net sales for the three months ended March 31, 2026 of $1.7 billion, up 4 percent from $1.6 billion for the three months ended March 31, 2025, due to a 2 percent increase in organic sales and a 2 percent favorable currency impact. Organic sales increased in Healthcare & Water Technologies (up 3 percent) and were flat in Diversified Industrials. The currency impact was primarily driven by the weakening of the U.S. dollar compared to the Euro.

Cost of Sales

Cost of sales was $1.1 billion for both the three months ended March 31, 2026 and March 31, 2025. Cost of sales for the three months ended March 31, 2026 primarily reflects the increased sales volume and productivity initiatives.

Cost of sales as a percentage of net sales was 64 percent and 66 percent for the three months ended March 31, 2026 and 2025, respectively.

Research and Development Expenses ("R&D")

R&D expenses totaled $47 million in the first quarter of 2026, down slightly from $50 million in the first quarter of 2025. R&D as a percentage of net sales was consistent period over period at 3 percent for the three months ended March 31, 2026 and 2025.

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

SG&A expenses were $255 million in the first quarter of 2026, up from $234 million in the first quarter of 2025. SG&A as a percentage of net sales was consistent period over period at 15 percent for the three months ended March 31, 2026 and 2025.

Amortization of Intangibles

Amortization of intangibles was $68 million in the first quarter of 2026, down from $75 million in the first quarter of 2025, 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 $46 million in the first quarter of 2026, up from $39 million of charges in the first quarter of 2025. The activity for the three months ended March 31, 2026 is primarily related to the 2026 DuPont Restructuring Program. The activity for the three months ended March 31, 2025 is primarily related to the Transformational Separation-Related Restructuring Program. See Note 5 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, other professional advisory fees and other contractual transaction payments. The Company recorded $50 million in costs for the three months ended March 31, 2025, which were primarily related to preparations for the Electronics Separation.

Equity in Loss of Nonconsolidated Affiliates

The Company's share of losses from nonconsolidated affiliates decreased to $1 million for the first quarter of 2026, compared to $15 million in the first quarter of 2025. The decrease was primarily driven by lower equity losses from Derby in the first quarter of 2026 compared to 2025. See Note 10 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 first quarter of 2026 was $36 million of income compared with $100 million of income in the first quarter of 2025. The period over period decrease is primarily driven by the Company redesignating the 2022 Swaps in the third quarter of 2025. Additionally, the period over period decrease in Sundry income (expense) – net is driven by a decrease in interest income due to reduced interest rates and reduced cash balances in the current period. See Notes 6 and 17 to the interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $40 million and $83 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in interest expense during the three months ended March 31, 2026 compared to the same period the prior year is primarily due to the changes in capital structure during 2025 as a result of the Electronics Separation.

Provision for Income Taxes on Continuing Operations

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the first quarter of 2026 was 17.1 percent, compared with an effective tax rate of 17.5 percent for the first quarter of 2025. The lower effective tax rate for the first quarter of 2026 in comparison to the first quarter of 2025 was principally the result of a discrete tax benefit relating to a change in tax classification of a non-U.S. legal entity.

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 costs related to activities the Company will or continues to undertake post-closing of the Aramids Divestiture and Electronics Separation, and for which it is or will be reimbursed (“Future Reimbursable Indirect Costs”), environmental remediation costs, including certain investigate, remediate and restoration costs, associated with discontinued or divested operations, businesses or product lines (“Corporate DDOB Remediation Costs”), and is adjusted for significant items.

Healthcare & Water Technologies

1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Healthcare & Water Technologies net sales were $806 million for the three months ended March 31, 2026, up 6 percent compared to $763 million for the three months ended March 31, 2025. Net sales increased due to a 3 percent increase in organic sales and 3 percent increase from favorable currency impacts. Organic sales growth in Healthcare & Water Technologies was driven by Healthcare Technologies, partially offset by decrease in organic sales growth for Water Technologies. Within Healthcare Technologies, organic sales gains were driven by broad-based volume growth led by medical packaging and biopharma. Organic sales declines in Water Technologies were driven by logistics disruptions in the Middle East, partially offset by strength in industrial water and microelectronics markets. The favorable currency impact was driven by the weakening of the U.S. dollar compared to the Euro.

Operating EBITDA was $244 million for the three months ended March 31, 2026, up 9 percent compared with $223 million for the three months ended March 31, 2025, primarily due to the impact of organic growth, favorable mix and manufacturing productivity.

Diversified Industrials

1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Diversified Industrials net sales were $875 million for the three months ended March 31, 2026, up 3 percent from $849 million for the three months ended March 31, 2025. Net sales increased due to a 3 percent increase from favorable currency impacts. Organic sales growth were flat in Diversified Industrials as organic growth in Industrial Technologies, was offset by a decrease in organic sales in Building Technologies. Industrial Technologies organic sales growth was led by strength in aerospace and automotive markets, partially offset by declines in printing and packaging. Building Technologies decline in organic sales was due to ongoing weakness in construction markets. The favorable currency impact was driven by the weakening of the U.S. dollar compared to the Euro.

Operating EBITDA was $200 million for the three months ended March 31, 2026, up 8 percent compared with $185 million for the three months ended March 31, 2025, primarily due to manufacturing productivity and favorable mix.

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the Company's 2025 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. The discussion below provides the updates to this information for the three months ended March 31, 2026.

The Company continually reviews its sources of liquidity and debt portfolio and may make adjustments to one or both to help 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 March 31, 2026 and December 31, 2025 remained consistent at $0.7 billion, of which approximately $0.5 billion and $0.6 billion at March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025 was $3,172 million and $3,194 million, respectively. The decrease was primarily due to the reduction in the commercial paper borrowing and the mark-to-market impact of the redesignated interest rate swap.

As of March 31, 2026, the Company is contractually obligated to make future cash payments of $3.2 billion and $2.1 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, all payments will be due subsequent to 2026. Related to interest, $165 million will be due in the next twelve months, and the remainder will be due subsequent to March 31, 2027. The majority of interest obligations will be due in 2031 or later.

Revolving Credit Facilities

The Company's current $1 billion 364-day revolving credit facility (the "2025 $1B Revolving Credit Facility") will expire on May 6, 2026. There were no drawdowns during the three month period ended March 31, 2026. The Company expects to enter a new $750 million 364-day revolving credit facility on May 6, 2026 (the "2026 $750 million Revolving Credit Facility"). The 2026 $750 million Revolving Credit Facility will be used for general corporate purposes.

In May 2026, the Company expects to enter into a new $2.0 billion 5-year revolving credit facility (the “2026 Five-Year Revolving Credit Facility”). The 2026 Five-Year Revolving Credit Facility will terminate the Company's prior $2 billion five-year revolving credit facility entered in April 2022. The 2026 Five-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.

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”). The NJ Settlement is subject to the entry of a Judicial Consent Order ("JCO") by the NJ Court. It is payable over 25 years. DuPont's initial payment will be due within 30 days of the entry of the JCO. See Note 13 to the interim Consolidated Financial Statements for more 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 April 30, 2026, DuPont's credit ratings were as follows:

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 2025 $1B Revolving Credit Facility each 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 March 31, 2026, 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 provided by Operating Activities – Continuing Operations

In the first three months of 2026, cash provided by operating activities of continuing operations was $232 million, compared with $77 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily due to higher earnings, improvements in net working capital and the decrease in transaction costs related to the Electronics Separation.

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

Cash Flows used for Investing Activities – Continuing Operations

In the first three months of 2026, cash used for investing activities of continuing operations was $102 million, compared with $120 million in the first three months of 2025. The decrease in cash used for investing activities of continuing operations is primarily attributable to lower capital expenditures in 2026 due to timing.

Cash Flows used for Financing Activities – Continuing Operations

In the first three months of 2026, cash used for financing activities of continuing operations was $44 million compared with cash used of $189 million in the same period last year. The decrease in cash used for financing activities of continuing operations is primarily attributable to proceeds from issuance of common stock and lower dividends paid to stockholders in 2026, partially offset by cash used to repay commercial paper borrowings.

Cash Flows provided by (used in) Discontinued Operations

In the first three months of 2026 cash used in discontinued operations was $88 million compared with cash provided by discontinued operations of $130 million in the same period last year. The activity for the three months ended March 31, 2026 presents the cash flows of the Aramids Business as discontinued operations. The activity for the period ended March 31, 2025 presents the cash flows of the Aramids Business and the Electronics Business as discontinued operations. Cash used from discontinued operations includes MOU activity, refer to Note 3 to the interim Consolidated Financial Statements for additional information.

Dividends

On February 19, 2026, the Board of Directors declared a first quarter 2026 dividend of $0.20 per share, which was paid on March 16, 2026 to shareholders of record on March 2, 2026.

On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.20 per share, which is payable on May 29, 2026, to shareholders of record on May 15, 2026.

The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company’s Board of Directors.

Share Buyback Programs

In the fourth quarter of 2025, the Company’s Board of Directors approved 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, including accelerated share repurchase (“ASR”) 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. In the fourth quarter of 2025, DuPont entered into an ASR agreement with one counterparty for repurchase of about $500 million of common stock ("Q4 2025 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty, whereby the counterparty is required to deliver a variable number of shares to the Company. DuPont received initial deliveries of 10.2 million shares of DuPont common stock, 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 the delivery of approximately 2 million shares of additional DuPont common stock, which were retired immediately and recorded as an increase to accumulated deficit of approximately $90 million. In total, the Company repurchased 12.2 million shares at an average price of $40.89 per share under the Q4 2025 ASR Transaction.

On May 5, 2026, the Company announced that it expects to launch an accelerated share repurchase transaction under the $2B

Authorization to repurchase $275 million, in aggregate, of common stock.

Pension and Other Post-Employment Plans

DuPont expects to make additional contributions in the aggregate of approximately $43 million by year-end 2026 to pension and other post-employment benefit plans. Any such contribution could be funded by existing cash balances and/or cash from other available sources of liquidity.

Restructuring and Other Cost Savings

In February 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 "2026 DuPont Restructuring Program"). Anticipated pre-tax restructuring charges and asset related charges and other cost savings of approximately $100 million to $150 million, starting in the first quarter of 2026 and continuing through 2028, are expected under the program. The Company recorded pre-tax restructuring charges of $52 million inception-to-date, consisting of severance and related benefit costs of $51 million and $1 million of asset related charges. Total current liabilities related to the Company's plan to reduce costs, streamline operations, and align its organizational and cost structure with its strategic priorities were $45 million at March 31, 2026 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. Noncurrent liabilities related to the 2026 DuPont Restructuring Program totaled $6 million and were recognized in "Other noncurrent obligations" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete by the end of 2028.

In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the Electronics Separation and the future structure of DuPont (the "Transformational Separation-Related Restructuring Program"). The Company recorded pre-tax restructuring charges of $63 million inception-to-date, consisting of severance and related benefit costs of $52 million, $6 million of asset related charges and $5 million of accelerated restricted stock compensation expense. Total liabilities related to the Transformational Separation-Related Restructuring Program were $24 million at March 31, 2026 recognized in "Accrued and other current liabilities" in the interim Condensed Consolidated Balance Sheets. The Company expects the program to be substantially complete in 2026.

See Note 5 to the interim Consolidated Financial Statements for more information on the Company's restructuring programs.

See Note 17 to the interim Consolidated Financial Statements. See also Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, of the Company's 2025 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 March 31, 2026, the Company's Chief Executive Officer, as its principal executive officer ("CEO"), and the Company's Chief Financial Officer, as its principal financial office ("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 Rules 13a-15 and 15d-15 of the Exchange Act 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 13 to the interim Consolidated Financial Statements.

Litigation

See Note 13 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.

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 13 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 Environmental Protection Agency ("EPA") issued a Notice to Show Cause letter to the Company’s Spruance facility in Richmond, Virginia. The letter alleged that the Company violated the Resource Conservation and Recovery Act 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.

Other than updates to 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, 2025.

Supply chain and operational disruptions, including those that affect the Company's customers and suppliers, could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.

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 including military conflicts (such as those in the Middle East) and related governmental actions.

Supply chain and operational disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, manmade disasters, perceived or actual global health risks or pandemics, governmental, legislative or regulatory actions (including sanctions, trade restrictions or transportation limitations), or other business continuity events, could adversely affect the Company's operations as well as the operations of its customers and suppliers. Such events, including the conflict in the Middle East, may contribute to volatility or disruptions to the global energy markets, increased costs or shortages of raw materials, and constraints on global logistics and transportation routes. 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 addition, the Company’s suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines. To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers. In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some which include minimum purchase obligations. However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials.

DuPont takes actions to offset the effects of higher energy and raw material costs, which are subject to global supply and demand and other factors beyond the Company's control, through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. As a result, volatility or sustained increases in these costs may negatively impact the Company’s business, results of operations, financial condition and cash flows.

DuPont’s financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets. DuPont, when necessary, will take actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend. In addition, the Company may consider reductions in force or furloughing operations in response to declines in demand and/or supply chain disruptions. There can be no guarantee that such actions would significantly mitigate the impact on the company’s business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future.

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

Issuer Purchases of Equity Securities

The following table provides information regarding purchases of the Company’s common stock by the Company during the three months ended March 31, 2026:

1. On November 6, 2025, the Company announced that the Board of Directors had approved the $2B Authorization. The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors.

2.In the fourth quarter of 2025, DuPont entered into the Q4 2025 ASR Transaction with one counterparty to repurchase an aggregate of $500 million of common stock under the $2B Authorization. On January 30, 2026, the Q4 2025 ASR Transaction was completed and the remaining 2 million shares were received and retired for a total of 12.2 million shares based on the volume-weighted average stock price of DuPont common stock during the term of the Q4 2025 ASR Transaction, less an agreed upon discount. See Note 14 to the interim Consolidated Financial Statements for additional information.

Issuer Sales of Unregistered Securities

There were no sales of unregistered securities by the Company during the three months ended March 31, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Insider Trading Arrangements and Policies

During the three months ended March 31, 2026, 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.

*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: May 5, 2026