Item 1A. RISK FACTORS

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.

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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.

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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 June 30, 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 May 2026, DuPont entered into accelerated share repurchase agreements with one counterparty for repurchase of about $275 million of common stock (the "Q2 26 ASR Transaction"), under the $2B Authorization. Within the same month, the Q2 2026 ASR Transaction was completed. The Q2 2026 ASR transaction resulted in delivery of approximately 1.8 million shares of DuPont common stock at a price per share of $148.91, which were retired immediately and recorded as an increase to accumulated deficit of $270 million in the second quarter of 2026. See Note 14 to the interim Consolidated Financial Statements for additional information.

3.On June 24, 2026, the Company effected the Reverse Stock Split, which impacted the Company’s common stock, par value $0.01 per share, at a ratio of 1-for-3, and amended the Certificate of Incorporation to reflect a corresponding reduction in the number of authorized shares of the Company's common stock. All comparable periods presented have been retrospectively revised to reflect this change.

Issuer Sales of Unregistered Securities

There were no sales of unregistered securities by the Company during the three months ended June 30, 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.