Qnity Electronics 10-Q 2026-06-30

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 June 30, 2026

or

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

Commission file number: 001-42619

QNITY ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

(302) 450-5700

(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 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 Exchange Act). ☐ Yes ☑ No

The registrant had 209,208,543 shares of common stock, $0.01 par value, outstanding at July 31, 2026.

Qnity Electronics, Inc.

QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 30, 2026

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains "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, regarding future events and the future results of Qnity Electronics, Inc. (“Qnity” or the “Company”) and its subsidiaries (collectively, “we,” “us,” and “our”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and 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, among others, as well as other words or expressions referencing future events, conditions or circumstances. All statements, other than statements of historical fact, are forward-looking statements, including statements that describe or relate to Qnity’s plans, goals, intentions, strategies, financial estimates, and statements that do not relate to historical or current fact. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Qnity’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 performance. Some of the important factors that could cause Qnity’s actual outcomes and results to differ materially from those projected in any such forward-looking statements include, but are not limited to: the competitive environment in which we operate; the risks from our international operations, including trade restrictions, applicable tariffs and sanctions laws; our ability to comply with complex and increasing legal and regulatory requirements; interruptions in the operations of our manufacturing facilities; volatility in cost of inputs, including energy and raw materials; our ability to attract and retain talented people; reliance on key customers and suppliers; failure to protect our intellectual property or allegations that we have infringed the intellectual property of others; cybersecurity and privacy considerations; legal proceedings and investigatory risks; the ability to realize the intended benefits of the Separation and the Distribution (as defined herein), including achievement of the anticipated synergies and operational efficiencies in connection with the Separation and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; contractual allocation from DuPont de Nemours, Inc. (“DuPont”) of certain liabilities; the possibility of disputes, litigation or unanticipated costs in connection with the Separation and the Distribution; our ability to successfully execute our multi-year transformation plan and realize its anticipated operational and financial benefits, including anticipated productivity improvements, cost savings and reductions in operating costs, within expected timeframes or at all and the risk that the costs of such plan may be higher than currently anticipated; and other risk factors set forth under "Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report and the other risk factors set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026, as well as in our press releases and other filings with the SEC. Qnity may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Qnity assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

For the reasons described above, Qnity cautions you against relying on any forward-looking statements, which should also be read in conjunction with this Quarterly Report and the documents referenced within this Quarterly Report and the other cautionary statements that are included elsewhere in this Quarterly Report and in Qnity’s public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements reflect Qnity’s beliefs and opinions on the relevant subject. These statements are based upon information available to Qnity as of the date of this Quarterly Report, and while Qnity believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Qnity has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. All forward-looking statements attributable to Qnity or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Qnity does not undertake any obligation to publicly update or revise 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.

Trademarks

All trademarks, service marks or registered trademarks referred to in this Quarterly Report are trademarks, service marks or registered trademarks of affiliates of the Company. Solely for convenience, the trademarks in this Quarterly Report are referred to without TM, SM or ® symbols, but such references should not be construed as any indicator that the Company or, to the extent applicable, their respective owners, will not assert, to the fullest extent under applicable law, the Company’s or their rights thereto. We do not intend the use or display of other companies’ trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Website and Social Media Disclosure

The Company may use its website and/or social media outlets, such as LinkedIn and WeChat, as distribution channels of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://ir.qnityelectronics.com, its LinkedIn page at https://linkedin.com/company/qnityelectronics and its WeChat account at https://mp.weixin.qq.com/s/JV7BeMMNyLIpCmoI5oczRA. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section under the “Resources” section at https://ir.qnityelectronics.com.

The contents of the Company’s website, including those referenced above and elsewhere in this report, are not intended to be incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document Qnity has or in the future may file with, or furnish to, the SEC, and any references to the Company’s websites are intended to be inactive textual references only.

Qnity Electronics, Inc.

Consolidated Statements of Operations (Unaudited)

See Notes to the Consolidated Financial Statements.

Qnity Electronics, Inc.

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

See Notes to the Consolidated Financial Statements.

Qnity Electronics, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

See Notes to the Consolidated Financial Statements.

Qnity Electronics, Inc.

Consolidated Statements of Cash Flows (Unaudited)

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The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the financial condition and results of operations of Qnity Electronics, Inc. ("Qnity," the "Company," "we," "our" and "us"). 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 unaudited interim Consolidated Financial Statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (the "Quarterly Report") and the audited Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the "Annual Report") to enhance the understanding of the Company’s operations and present business environment. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in “Risk Factors” in the Annual Report. Carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. Qnity assumes no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.

OVERVIEW

We are a global leader in materials and solutions for semiconductor and electronics industries. We empower our customers’ technology roadmaps to enable advancements in megatrends such as artificial intelligence ("AI"), advanced computing and advanced connectivity. We partner with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. With over 50 years of experience in systems engineering and material science, a global manufacturing footprint, and major application labs across the world, we are well-positioned to capitalize on emerging opportunities across various sectors including transportation, data centers, consumer and personal electronics and aerospace and defense.

We are organized into two operating segments:

• Semiconductor Technologies:** Our Semiconductor Technologies segment provides a portfolio of innovative materials and solutions utilized across multiple stages of the semiconductor manufacturing process. These advanced materials are qualified into customers’ roadmaps, designed to improve chip performance, enhance yield, and enable leading-edge node technology.

• Interconnect Solutions:** Our Interconnect Solutions segment offers a comprehensive range of best-in-class material solutions that address the evolving complexities of signal integrity, thermal and power management and advanced packaging. These solutions are integral for advanced electronics hardware, including complex printed circuit boards and advanced semiconductor packaging.

Our broad portfolio of solutions and materials across both Semiconductor Technologies and Interconnect Solutions segments positions us as a comprehensive solutions provider for our customers. We are often the partner of choice due to our strong innovation capabilities and extensive materials and engineering expertise. In a fast-paced electronics industry, our customers’ needs are highly performance-driven and our long-standing relationships and strong renewal rates demonstrate our commitment to delivering excellence in a demanding market.

Macroeconomic Environment

Ongoing developments in U.S. and foreign policy, including uncertainty regarding tariffs on product imports, have heightened global trade tensions and increased macroeconomic and geopolitical uncertainty. To date the conflict in the Middle East has not materially impacted our financial condition, however, the conflict has increased disruption, instability and volatility in markets globally, and if it intensifies or expands could adversely effect our economic condition, supply chains and/or energy prices. The global nature of our business exposes us and our customers to risks arising from these conditions, including disruptions in the availability and pricing of raw materials, shipping logistics challenges, disruptions in global energy markets, fuel price increases, potential retaliatory actions by other countries, and broader impacts on economic conditions, which could affect our financial condition, liquidity, or results of operations. These factors may reduce demand for our products, impair our competitiveness—particularly relative to locally or domestically sourced alternatives—harm customer relationships, and/or decrease profitability, any of which could adversely affect our business, financial condition, and results of operations. While we have meaningful exposure to global trade dynamics, our local‑for‑local sourcing of raw materials helps limit our exposure to tariff‑related risks and shipping logistics. However, these actions may not fully mitigate the impact of prolonged or escalating geopolitical or trade disruptions.

Recent Developments

Senior Secured Term Loan Facility

On July 1, 2026 (the "Repricing Closing Date"), we entered into the first amendment to the Credit Agreement, as defined in Note 12 to the unaudited interim Consolidated Financial Statements in this Quarterly Report (the "First Amendment"). The First Amendment reduced the applicable margin on term SOFR borrowings under the Senior Secured Term Loan Facility from 2.00% to 1.75%, with no material changes to principal, maturity, amortization, or covenant structure. In connection with the repricing, the repriced borrowings under the Senior Secured Term Loan Facility are subject to a 1.00% premium on certain prepayments, repayments, and amendments constituting a “Repricing Event” occurring on or prior to the date that is six (6) months after the Repricing Closing Date.We will account for the amendment primarily as a debt modification. The amendment is expected to reduce annual cash interest expense by approximately $6 million.

Share Repurchase Authorization

On February 20, 2026, our Board of Directors approved a share repurchase authorization of up to $500 million of common stock (the "$500M Authorization"). Under the $500M Authorization, repurchases of common stock may be effected from time to time, either on the open market (including pre-set trading plans) or other transactions in accordance with applicable securities laws. The $500M Authorization has no expiration date and will terminate once the authorized amount of shares have been repurchased and retired or when terminated by our Board of Directors. The timing and amount of repurchases under the program will depend on a variety of factors. During the three months ended June 30, 2026, we repurchased 183,107 shares under the $500M Authorization for $25 million at an average share price of $136.51 per share. During the six months ended June 30, 2026, we repurchased 402,688 shares under the $500M Authorization for $50 million at an average share price of $124.12 per share. All shares repurchased under the $500M Authorization have been retired. As of June 30, 2026, the aggregate amount of common stock remaining for repurchase under the $500M Authorization was $450 million.

Transformation Plan

In February 2026, we launched a multi‑year transformation plan, designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets. Costs incurred under this plan primarily comprise external consulting and separation services, severance, asset‑related charges, and program‑related operating costs. The transformation plan does not represent a company‑wide restructuring event; rather, it consists of a series of discrete initiatives, including separation‑related activities, integration efforts, and productivity programs.

RESULTS OF OPERATIONS

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

1.Includes United States, Canada, and Latin America

2.Europe, Middle East and Africa ("EMEA").

We reported net sales for the three months ended June 30, 2026 of $1.4 billion, up 22% from $1.2 billion for the three months ended June 30, 2025, primarily due to a 23% increase in volume. The volume increase was attributable to both Interconnect Solutions up 28% and Semiconductor Technologies up 18%.

Net sales for the six months ended June 30, 2026 were $2.7 billion, up 20% from $2.3 billion for the six months ended June 30, 2025, primarily due to a 20% increase in volume. The increase in volume was attributable to both Interconnect Solutions up 26% and Semiconductor Technologies up 15%.

Cost of Sales

Cost of sales were $763 million for the three months ended June 30, 2026, up 21% from $630 million for the three months ended June 30, 2025 primarily attributable to an 18% increase in volume in addition to a 3% increase in material costs.

Cost of sales as a percentage of net sales decreased slightly from 54% for the three months ended June 30, 2025 to 53% for the three months ended June 30, 2026.

Cost of sales were $1,460 million for the six months ended June 30, 2026, up 20% from $1,217 million for the six months ended June 30, 2025 primarily attributable to a 16% increase in volume in addition to 3% and 1% increases attributable to material costs and currency, respectively.

Cost of sales as a percentage of net sales was flat at 53% for both the six months ended June 30, 2026 and 2025.

Research and Development ("R&D") Expenses

R&D expense was $98 million for the three months ended June 30, 2026, up from $88 million for the three months ended June 30, 2025. R&D expense as a percentage of net sales decreased period over period from 8% for the three months ended June 30, 2025 to 7% for the three months ended June 30, 2026.

R&D expense was $192 million for the six months ended June 30, 2026, up from $172 million for the six months ended June 30, 2025. R&D expense as a percentage of net sales decreased period over period from 8% for the six months ended June 30, 2025 to 7% for the six months ended June 30, 2026.

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

SG&A expenses were $200 million in the second quarter of 2026, up from $154 million in the second quarter of 2025. SG&A expenses as a percentage of net sales increased to 14% for the three months ended June 30, 2026 as compared to 13% for the three months ended June 30, 2025.

For the first six months of 2026, SG&A expenses were $373 million, up from $294 million in the first six months of 2025. SG&A expenses as a percentage of net sales increased to 14% for the six months ended June 30, 2026 as compared to 13% for the six months ended June 30, 2025.

Amortization of Intangibles

Amortization of intangibles was $50 million for both the three months ended June 30, 2026 and 2025. In the first six months of 2026, amortization of intangibles was $102 million, down from $105 million in the same period of the prior year. The decrease for the six months ended June 30, 2026 as compared with the same period of the prior year was primarily due to assets becoming fully amortized.

Transformation, Integration and Other Charges

Beginning in fiscal 2026, we present costs incurred in connection with the multi‑year transformation plan described under “―Overview―Recent Developments―Transformation Plan,” designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets, within a single operating expense line titled “Transformation, integration and other charges” in the Consolidated Statements of Operations.

Consistent with the update above, we combined our historical “Restructuring and other asset related charges” and “Acquisition, integration and separation costs” into the expense caption, “Transformation, integration and other charges” to simplify our presentation and better reflect how management evaluates these activities. Prior period amounts presented in this Quarterly Report on Form 10-Q have been recast to conform to the current period presentation. This change in presentation did not affect total operating expenses, operating income, net income, earnings per share, or cash flows for any period presented.

Transformation, integration and other charges were $42 million in the second quarter of 2026, up from $2 million of charges in the second quarter of 2025. The activity for the three months ended June 30, 2026 primarily consisted of costs incurred to support our information technology independence initiatives of approximately $24 million, costs related to transformation initiatives of approximately $8 million, and other integration‑related costs of approximately $3 million. Additionally, for the three months ended June 30, 2026 we incurred $2 million and $4 million, respectively, of severance and asset-related charges associated with organizational redesign actions under our transformation plan. The activity for the three months ended June 30, 2025 consisted of charges for severance and related benefits, the entirety of which related to DuPont-approved restructuring programs that were initiated prior to our separation from DuPont into an independent publicly traded company.

For the first six months of 2026, transformation, integration and other charges were $70 million, up from $19 million for the same period in the prior year. The activity for the six months ended June 30, 2026 primarily consisted of costs incurred to support our information technology independence initiatives of approximately $48 million, costs related to transformation initiatives of approximately $10 million, and other integration‑related costs of approximately $6 million. Additionally, for the six months ended June 30, 2026 we incurred $2 million and $4 million, respectively, of severance and asset-related charges associated with organizational redesign actions under our transformation plan. The activity for the six months ended June 30, 2025 consisted of charges for severance and related benefits, the entirety of which related to DuPont-approved restructuring programs that were initiated prior to our separation from DuPont into an independent publicly traded company.

See Note 4 to the unaudited interim Consolidated Financial Statements for additional information.

Equity in Earnings of Nonconsolidated Affiliates

Our share of the earnings of nonconsolidated affiliates was $11 million in the second quarter of 2026, down from $13 million in the second quarter of 2025, reflecting lower earnings from the underlying nonconsolidated affiliates. For the first six months of 2026, our share of earnings of nonconsolidated affiliates was $24 million, up from $22 million in the first six months of 2025, reflecting higher earnings from the underlying nonconsolidated affiliates. See Note 10 to the unaudited interim Consolidated Financial Statements for additional information.

Interest Expense

Interest expense was $61 million and $122 million for the three and six months ended June 30, 2026, respectively. There was no interest expense for the three and six months ended June 30, 2025. Interest expense in 2026 was driven by interest associated with the Secured and Unsecured Notes and the Senior Secured Term Loan Facility (each as defined in Note 14 to the Consolidated Financial Statements in the Annual Report). See Note 12 to the unaudited interim Consolidated Financial Statements in this Quarterly Report for additional information.

Other Income (Expense) - Net

Other income (expense) - net includes a variety of income and expense items such as interest income, indirect legacy (costs) and benefits and foreign exchange gains or losses. Other income (expense) - net was $27 million of expense in the three months ended June 30, 2026, as compared to $4 million of expense for the three months ended June 30, 2025. In the first six months of 2026, Other income (expense) - net was $32 million of expense, as compared to $2 million of expense in the first six months of 2025.

See Note 6 to the unaudited interim Consolidated Financial Statements in this Quarterly Report for additional information.

Provision for Income Taxes

Our effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to attributes. The tax provision for the second quarter ended June 30, 2026 resulted in an effective tax rate of 31.7% on pretax income of $199 million, compared with an effective tax rate of 22.4% on pretax income of $255 million for the second quarter ended June 30, 2025. The increase in the effective tax rate in the second quarter of 2026 relates to taxes related to prior year uncertain tax positions for which we are indemnified, a non-deductible indemnification accrual recorded for the State of North Carolina litigation, a limitation on the deductibility of interest expense, and higher tax costs on the remittance of foreign earnings, partially offset by a reduction in foreign tax costs. The tax provision for the six months ended June 30, 2026 resulted in an effective tax rate of 28.5% on pre-tax income of $417 million, compared with an effective tax rate of 20.8%, on pre-tax income of $501 million for the six months ended June 30, 2025. The increase in the effective tax rate in 2026 relates to a limitation on the deductibility of interest expense, taxes related to prior year uncertain tax positions for which we are indemnified, higher tax costs on the remittance of foreign earnings, and a non-deductible indemnification accrual recorded for the State of North Carolina litigation, partially offset by a reduction in foreign tax costs.

SEGMENT RESULTS

Our measure of profit/loss for segment reporting purposes is Adjusted Operating EBITDA as this is the manner in which our CODM assesses performance and allocates resources. We define Adjusted Operating EBITDA as earnings (i.e., “Income (loss) before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items.

SEMICONDUCTOR TECHNOLOGIES

Semiconductor Technologies net sales were $744 million for the three months ended June 30, 2026, up 16% as compared to $644 million for the three months ended June 30, 2025. Net sales increased due to an 18% increase in volume. The increase in sales volume was due to ongoing end-market demand strength related to improved customer utilization rates and growth in AI driven applications, particularly in advanced nodes, including advanced packaging and high bandwidth memory. These increases were partially offset by unfavorable local price and product mix and currency impacts.

Adjusted Operating EBITDA was $253 million for the three months ended June 30, 2026, up 12% as compared to $226 million for the three months ended June 30, 2025, primarily due to volume growth partially offset by investments to support future growth, including R&D and supply chain initiatives.

Semiconductor Technologies net sales were $1,466 million for the six months ended June 30, 2026, up 14% as compared to $1,288 million for the six months ended June 30, 2025. Net sales increased due to a 15% increase in volume. The increase in sales volume was due to ongoing end-market demand strength related to improved customer utilization rates and growth in AI driven applications, particularly in advanced nodes, including advanced packaging and high bandwidth memory. These increases were partially offset by unfavorable local price and product mix.

Adjusted Operating EBITDA was $516 million for the six months ended June 30, 2026, up 9% as compared to $473 million for the six months ended June 30, 2025, primarily due to volume growth partially offset by select growth investments primarily within R&D.

INTERCONNECT SOLUTIONS

Interconnect Solutions net sales were $685 million for the three months ended June 30, 2026, up 30% from $526 million for the three months ended June 30, 2025. Net sales increased primarily due to a 28% increase in volume and a 2% favorable currency impact. The increase in sales volume was due to continued demand strength from AI driven technology ramps and new content and share gains in advanced packaging, AI PCB and thermal management. The favorable currency impact was primarily driven by the euro.

Adjusted Operating EBITDA was $197 million for the three months ended June 30, 2026, up 44% as compared to $137 million for the three months ended June 30, 2025, primarily due to an increase in sales volume, favorable mix and productivity gains, partially offset by increased costs of raw materials inputs and select growth investments in SG&A and R&D.

Interconnect Solutions net sales were $1,278 million for the six months ended June 30, 2026, up 28% from $1,000 million for the six months ended June 30, 2025. Net sales increased primarily due to a 26% increase in volume and a 2% favorable currency impact. The increase in sales volume was due to continued demand strength from AI driven technology ramps and new content and share gains in advanced packaging, AI PCB and thermal management. The favorable currency impact was primarily driven by the euro.

Adjusted Operating EBITDA was $366 million for the six months ended June 30, 2026, up 46% as compared to $251 million for the six months ended June 30, 2025, primarily due to an increase in sales volume, favorable mix and productivity gains.

CHANGES IN FINANCIAL CONDITION

Liquidity & Capital Resources

Information related to the Company's liquidity and capital resources can be found in the 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 updates to this information for the six months ended June 30, 2026.

We continually review our sources of liquidity and debt portfolio and may make adjustments to one or both to ensure adequate liquidity and increase our optionality and financing efficiency as it relates to financing cost and balancing terms/maturities. Our 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 our subsidiaries' obligations as they come due. However, we are unable to predict the extent of macroeconomic related impacts which depend on uncertain and unpredictable future developments. In light of this uncertainty, we have taken steps to further ensure liquidity and capital resources, as discussed below.

Our cash and cash equivalents at June 30, 2026 and December 31, 2025 were $961 million and $915 million, respectively. Cash and cash equivalents held by subsidiaries in foreign countries were $662 million and $640 million as of June 30, 2026 and December 31, 2025, respectively. For each of its foreign subsidiaries, we make an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Cash flows from operating, investing and financing activities are provided in the tables that follow. Individual amounts in the unaudited interim Consolidated Statements of Cash Flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects.

Summary of Cash Flows

Our cash flows from operating, investing and financing activities, as reflected in the unaudited interim Consolidated Statements of Cash Flows, are summarized in the following table.

Cash Flows from Operating Activities

In the first six months of 2026, cash provided by operating activities was $376 million, compared with $480 million in the same period last year. The decrease in cash provided by operating activities is primarily related to payments of interest on our long-term debt, which was not outstanding as of June 30, 2025, and an increase in net cash used for working capital. Changes in working capital were primarily driven by higher trade receivables due to increased sales and higher inventory based on business activity, net of increased accounts payable due to increased production and inventory builds to support sales growth.

Cash Flows from Investing Activities

In the first six months of 2026, cash used for investing activities was $205 million, compared with $153 million in the first six months of 2025. The increase in cash used for investing activities in 2026 is primarily attributable to higher capital expenditures.

Cash Flows from Financing Activities

In the first six months of 2026, cash used for financing activities was $109 million compared with $330 million in the same period last year. Cash used for financing activities decreased primarily due to the absence of net transfers to Parent compared to the prior period, partially offset by current period purchases of common stock, payment of dividends, and repayments on long-term debt.

Material Cash Requirements

In the normal course of business, we enter into contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under lease, debt, commitments and pensions is provided in Note 6, Note 12, Note 13 and Note 15, respectively, in the interim unaudited Consolidated Financial Statements for the three and six months ended June 30, 2026 and 2025 of this Quarterly Report. We expect 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 our obligations, and those of our subsidiaries, as they come due.

Debt

Total debt at June 30, 2026 and December 31, 2025 was $4,020 million and $4,027 million, respectively. As of June 30, 2026, we were in compliance with all applicable covenants included in the terms of our debt arrangements.

As of June 30, 2026, we are contractually obligated to make future cash payments of $4.1 billion and $1.5 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, $23 million will be due in the next twelve months and the remainder will be due subsequent to June 2027. We may address the principal payment with cash on hand, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them. Related to interest, $236 million will be due in the next twelve months and the remainder will be due subsequent to June 2027.

We rely on cash from our own operating activities, borrowings available under our Senior Secured Revolving Facility, and access to the capital markets to fund our operations. The servicing of this debt will be supported, in part, by cash flows from our existing operations. The cost and availability of debt financing is influenced by our credit ratings and market conditions.

Dividends

On December 9, 2025 the Board of Directors declared a quarterly dividend of $0.08 per share for each share of issued and outstanding common stock of the Company. The dividend was paid on March 16, 2026 to stockholders of record on February 27, 2026.

On April 15, 2026, we announced that the Board of Directors declared a quarterly dividend of $0.08 per share, which was paid on June 15, 2026, to our stockholders of record on May 29, 2026.

On June 24, 2026, we announced that the Board of Directors declared a quarterly dividend of $0.08 per share payable on September 15, 2026, to our stockholders of record on August 31, 2026.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see Note 2 to the unaudited interim Consolidated Financial Statements in this Quarterly Report.

Critical Accounting Estimates

There have been no material changes in our critical accounting estimates from those disclosed under the heading "Critical Accounting Estimates" within Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

For the Company’s disclosures about market risk, please see “Part II—Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report filed with the SEC. There have been no material changes to the Company’s disclosures about market risk in Part II—Item 7A of our Annual Report.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, our Chief Executive Officer ("CEO") and Interim Chief Financial Officer ("Interim CFO"), together with management, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO and Interim CFO concluded that these disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Notwithstanding the above, prior to November 1, 2025, we relied on certain material processes and internal controls over financial reporting performed by DuPont. In connection with our Separation, we entered into Transition Services Agreements, pursuant to which DuPont will continue to provide certain information technology, administrative and other services on a transitional basis. During the quarter ended June 30, 2026, we exited certain of the services being provided under the Transition Services Agreements. Management remains responsible for the effectiveness of disclosure controls and procedures and evaluated the information and services provided under these arrangements through oversight and monitoring controls.

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are subject to various litigation matters, including, but not limited to, patent infringement claims, employment claims, including alleged wage and hour violations, and commercial claims. It is the opinion of our management that the possibility is remote that the aggregate of all such claims and lawsuits will have a material adverse impact on the results of operations, financial condition and cash flows of the Company.

There have been no material changes to our risk factors as previously disclosed in Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On February 20, 2026, our Board of Directors approved a share repurchase authorization of up to $500 million of common stock (the "$500M Authorization"). The $500M Authorization has no expiration date and will terminate upon completion of authorized repurchase or earlier termination by our Board of Directors.

The following table provides information regarding purchases of the Company’s common stock by or on behalf of the Company or any of its "affiliated purchasers" as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, during each month during the three months ended June 30, 2026.

(1) All the shares of common stock purchased recorded in this column were purchased pursuant to our publicly announced share repurchase authorization.

(2) Average price paid per share of common stock excludes brokerage commissions.

(3) On February 26, 2026, we publicly announced the $500M Authorization. Under the $500M Authorization, which has no expiration date, repurchases of common stock may be effected from time to time, either on the open market (including pre-set trading plans) or other transactions in accordance with applicable securities laws, timing and amount of repurchases under the program will depend on a variety of factors. The $500M Authorization may be modified, suspended or discontinued at any time without prior notice.

(4) The dollar amount shown represents, as of the end of each period, the approximate dollar value of shares of our common stock that may yet be purchased under the $500M Authorization, exclusive of any brokerage commissions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Trading Arrangements

During the three months ended June 30, 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.

• Certain schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the SEC.

*Filed herewith

** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

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.

QNITY ELECTRONICS, INC.

Registrant

Date: August 4, 2026