Qnity Electronics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Qnity Electronics, Inc.

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Letter from theChief Executive Officer

2025 was a defining year for Qnity, powered by strategic progress and delivery on our commitment to making tomorrow's technologies possible.

Dear Fellow Stockholders,

On behalf of the Qnity Board of Directors, it is my pleasure to invite you to our first Annual Meeting of Stockholders, since we completed our spin-off from DuPont and launched ourselves as a premier global solutions provider for the semiconductor value chain.

2025 was a defining year for Qnity, powered by strategic progress and delivery on our commitment to making tomorrow’s technologies possible. Our focus is clear: continue being the partner of choice to customers at every stage, from chip fabrication to advanced packaging and interconnects to thermal management.

Our inclusion in the S&P 500 further reflects Qnity’s winning strategy and differentiators, including the depth and breadth of our portfolio, our close collaboration with the world’s leading technology companies, and our global footprint powered by our long-standing local-for-local operating model.

In 2025, Qnity delivered solid financial performance, reflecting disciplined execution with strong organic growth across both of our business segments driven by our differentiated solutions for the industry’s most advanced technologies. Capital allocation remains central to our strategy. Our priorities are to reinvest in the business to support organic growth, maintain a strong balance sheet, and return excess capital to stockholders in a disciplined and balanced manner.

Strong governance underpins our success. Qnity’s governance framework emphasizes independent oversight, accountability, and alignment with stockholder interests. Our Board brings diverse experience and perspectives and remains actively engaged in overseeing strategy, risk management, and company leadership.

As we look ahead, we enter the next phase of Qnity’s journey with focus, momentum, and a clear strategic direction. With a broad portfolio, deep innovation and application engineering expertise, disciplined strategy, and strong governance, we are well positioned to continue building durable, long term value for our stockholders.

Sincerely,

Jon Kemp

Chief Executive Officer and Director

Notice of the Annual Meeting of Stockholders

Dear Stockholder:

We welcome and encourage you to attend Qnity Electronic Inc.'s 2026 Annual Meeting of Stockholders, where stockholders will vote on the following matters either by proxy or by voting online during the Annual Meeting:

Such other business as may properly come before the Annual Meeting.

The Board of Directors (the Board or Board of Directors) of Qnity Electronics, Inc. (the Company or Qnity) has set the close of business on March 25, 2026 as the record date for determining stockholders who are entitled to receive notice of the Annual Meeting and to vote.

As permitted by U.S. Securities and Exchange Commission (the SEC) rules, proxy materials were made available online. Notice regarding availability of proxy materials and instructions on how to access those materials were first mailed to stockholders of record beginning on or about April 8, 2026 (the Notice). The instructions included how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a lower-cost way to furnish stockholders with their proxy materials.

Please see pages 72-74 of this Proxy Statement for information on attending the Annual Meeting virtually.

Thank you for your continued support and your interest in Qnity.

Lauren Luptak

Vice President, Associate General Counsel and Corporate Secretary

April 8, 2026

Meeting InformationDate & TimeThursday, May 21, 20261:00 P.M. Eastern TimeLocationOnline atwww.virtualshareholdermeeting.com/Q2026Record DateMarch 25, 2026

How to VoteYour vote is important. Whether or not you plan on attending the Annual Meeting virtually, please vote your shares as soon as possible by internet, telephone or mail.By Internetwww.proxyvote.comBy Phone1-800-690-6903 or the number provided on your voting instructionsBy MailUse the postage-paid envelope provided

• The Annual Meeting will be online and a completely virtual meeting of stockholders. The enclosed materials include instructions on how to participate in the Annual Meeting, including by voting and asking questions both before and during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2026The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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About Qnity

Powering the Next Leap Forward

Qnity is one of the largest global leaders in materials and solutions for the semiconductor and electronics industries. We empower our customers’ technology roadmaps to enable advancements in megatrends such as artificial intelligence, high-performance 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 data centers, communications infrastructure, industrials, automotive, and consumer electronics.

We are organized into two operating segments. Our Semiconductor Technologies segment provides a portfolio of innovative materials and solutions utilized across multiple stages of the semiconductor manufacturing process. Our Interconnect Solutions segment offers what we believe to be a comprehensive range of best-in-class material solutions that address the evolving complexities of signal integrity, thermal and power management and advanced packaging.

Qnity’s Values

Our values are the foundation of how we operate, grow and lead.

Key Facts & Figures

Global Reach/Markets

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About Qnity

2025 Financial Performance Highlights

• Adjusted Pro Forma Operating EBITDA and Adjusted Pro Forma Earnings Per Share are non-GAAP measures and give effect to pro forma adjustments related to interest expense associated with our current indebtedness, agreements executed in connection with the pin-off from DuPont de Nemours, Inc. (DuPont) and other standalone costs as if the Spin-off had occurred on January 1, 2024. See Appendix A for additional details including a definition of significant items and reconciliations to the most directly comparable GAAP measure.

Our Business and Strategy

We aim to accelerate growth, integrate excellence, transform operations, elevate culture, and deliver superior financial performance.

•Accelerate growth and innovation: We target 6-7% annual net sales growth by investing in cutting-edge technologies, increasing R&D focus on top programs, expanding capacity, and pursuing strategic acquisitions in core and adjacent markets.

•Strengthen customer relationships and commercial capabilities: We leverage deep technical expertise and longstanding partnerships with industry leaders to secure long-term process of record positions, enhancing customer segmentation and product profitability.

•Optimize manufacturing and supply chain: With around 40 global manufacturing sites, we emphasize localization, operational excellence, and supply chain resilience to maintain cost advantages and meet diverse customer needs.

•Accelerate innovation pace: Collaborating closely with original equipment manufacturers (OEMs), we aim to improve innovation agility by enhancing process efficiency and adopting AI, machine learning, and advanced analytics.

•Execute transformation for independence: We are reducing transitional dependencies, simplifying organizational structure, and redesigning processes optimized for a pure-play electronics organization.

•Foster winning culture and leadership: We focus on empowering decentralized decision-making, especially in Asia, shifting to proactive risk management, and aligning leadership with customer intensity and speed.

•Embed values: Customer focus, innovation, speed and people are central to our organizational beliefs and behaviors across all levels.

•Prioritize talent management: We emphasize attracting, developing, and retaining skilled employees, including hiring external leaders to introduce fresh capabilities amid industry talent shortages.

•Deliver superior financial outcomes: We aim for sales growth above market rates, maintaining strong free cash flow conversion, expanding EBITDA margins, strengthening our balance sheet, and repositioning our investor base toward growth-oriented profiles.

Voting Roadmap

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Voting Roadmap

Nominees for Board of Directors

You are being asked to vote on the election of the three Class I directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 13.

Directors Continuing in Office

Steven M. Sterin

Committee Chair

Independent Director

Voting Roadmap

Board Independence

9 Independent

1 Non-independent

Director Age*

1 45-55 Years

5 56-65 Years

3 65+ Years

Gender Diversity

Female

Male

• Board tenure and age measured as of April 8, 2026.

** Does not include Mr. Kemp, 50, as he is not an independent director.

Board Composition & Independence

•Independent Board Chair with significant responsibilities•Majority independent Board with 9 of 10 directors being independent•Balanced Board with a large breadth of varied skills, experiences, and areas of expertise•Fully independent Audit, People and Compensation, and Nomination and Governance Committees•Independent Executive Sessions with only independent directors at every regularly scheduled Board and Committee meeting•Diverse Board with directors identifying as women, ethnically and racially diverse and international backgrounds

Strong Governance Practices

•Annual Board & Committee evaluations•Robust director Code of Conduct •Restrictions on overboarding•Mandatory retirement for directors after reaching age 75•Significant stock ownership guidelines for directors (5x annual cash retainer)•Majority vote standard in uncontested elections with plurality carve-out for contested elections and mandatory resignation policy•Phase-out of classified board, with all directors standing for election annually beginning in 2028

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Voting Roadmap

Key Executive Compensation Highlights

Before our Spin-off from DuPont on November 1, 2025 (Spin-off), our NEOs’ 2025 compensation was determined in accordance with DuPont’s compensation philosophy and program design. Only Mr. Kemp was an executive officer of DuPont; therefore, each element of his 2025 compensation prior to the Spin-off was established and approved by the DuPont People and Compensation Committee. The compensation elements for our other NEOs were determined by their respective managers in accordance with DuPont’s policies prior to the Spin-Off.

Following the Spin-Off, the Qnity People and Compensation Committee conducted a comprehensive review of each compensation element and evaluated the appropriate total compensation mix for our NEOs. As a result of this assessment, the Committee took actions to better align NEO compensation with Qnity’s philosophy and market comparisons as an independent company.

Key compensation decisions made before and after the Spin-Off are summarized below.