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Qnity Electronics, Inc.

For the period ended May 21, 2026. Filed Apr 8, 2026.

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May 21, 2026 · Filed Apr 8, 2026

Q$117.00+6.3%Stored close · as of Nov 6, 2026
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Contents

Appendix AA-1

Appendix A

Non-GAAP Financial Measures

The tables below include information that does not conform to accounting principles generally accepted in the United States of America (GAAP) and are considered non-GAAP measures, including the presentation of Organic Sales, Adjusted Operating EBITDA, Adjusted Pro Forma Operating EBITDA, Adjusted EPS and Adjusted Pro Forma EPS. The non-GAAP measures presented are not necessarily indicative of the future possible key performance indicators or non-GAAP measures of Qnity.

Qnity believes these non-GAAP financial measures are useful to investors because they provide additional information related to the performance of Qnity on an as-managed basis by DuPont and a stand-alone basis. These non-GAAP financial measures supplement disclosures prepared in accordance with GAAP and reflect results in a manner that enables, in some instances, more meaningful analysis of trends and facilitates comparison of results across periods. These non-GAAP financial measures should not be viewed as an alternative to GAAP. Furthermore, such non-GAAP measures may not be consistent with similar measures provided or used by other companies. Reconciliations for these non-GAAP measures to their most directly comparable GAAP financial measures are provided below. Non-GAAP measures used in this Proxy Statement are defined below.

Organic Sales is defined as net sales excluding the impacts of currency and portfolio actions.

Adjusted Operating EBITDA is defined as Pre-tax Earnings (i.e., “Income before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits / charges, foreign exchange gains / losses, indirect legacy benefits/costs, and adjusted for significant items.

Significant items are items that impact Qnity and arise outside the ordinary course of business that management believes may cause misinterpretation of underlying business performance, both historical and future, based on a combination of some or all of the item’s size, unusual nature and infrequent occurrence. Within this definition, management classifies as significant items certain costs and expenses associated with acquisition, integration, and separation activities related to transformational acquisitions and divestitures as they are considered unrelated to ongoing business performance.

Indirect legacy benefits/costs relate to cost sharing arrangements executed between DuPont and Qnity at the time of the Spin-off. Such costs include certain litigation and environmental-related shared costs, taxes, and indirect cost sharing arrangements, and are excluded from Adjusted Operating EBITDA, as defined above, as they are considered unrelated to ongoing Qnity business performance.

Adjusted Earnings is defined as net income available for Qnity common stockholders excluding the impacts of significant items, amortization expense of intangibles, non-operating pension / other post-employment benefits credits / costs, and indirect legacy benefits/costs and adjusted for the income tax effect of these excluded items. Adjusted Earnings is the numerator used in the calculation of Adjusted EPS.

Adjusted EPS is defined as Adjusted Earnings per common share - diluted.

Qnity has also presented measures on a pro forma basis which were prepared in a manner consistent with Article 11 of Regulation S-X. Our pro forma results give effect to the Spin-Off and related transactions as if the transaction occurred on January 1, 2024. Our Pro Forma adjustments reflect: interest expense associated with our current debt structure; the impact of the Transition Services Agreements and other commercial agreements entered into with DuPont in connection with the Spin-Off; and transaction and other incremental costs required to operate as a stand-alone entity.

We believe pro forma measures are helpful to supplement our financial results as they allow a comparison of results as a stand-alone company as if the agreements were in place for the periods presented.

Adjusted Pro Forma Earnings is defined as net income available for Qnity common stockholders excluding the impacts of significant items, amortization expense of intangibles, non-operating pension / other post-employment benefits credits / costs, and indirect legacy benefits/costs, less the after-tax impacts of the pro forma adjustments described above and adjusted for the income tax effect of these excluded items. Adjusted Pro Forma Earnings is the numerator used in the calculation of Adjusted Pro Forma EPS.

Adjusted Pro Forma EPS is defined as Adjusted Pro Forma Earnings per common share - diluted.

Adjusted Pro Forma Operating EBITDA is defined as Adjusted Operating EBITDA less certain pro forma adjustments described above.

2026 Proxy StatementA-1

Appendix A

Reconciliation of Net Sales to Organic Revenue
In millionsFY 2025Q4 2025Q3 2025 1Q2 2025 1Q1 2025 1
Net Sales (GAAP)$4,754$1,190$1,276$1,170$1,118
- Currency7285(8)
- Portfolio————
Organic Revenue (non-GAAP)$4,747$1,188$1,268$1,165$1,126
1. For the first three quarters of 2025, DuPont established quarterly performance targets and assessed results based on overall DuPont Company performance. Prior to the Spin-Off of Qnity, the DuPont Committee approved the performance achievement of Quarters one through three for the Qnity Committee to use in the overall payout determination for Qnity employees. As such, these metrics are included in the annual reconciliation of Net Sales to Organic Revenue but were not used in any performance target or payout calculations in the year ended December 31, 2025.
Reconciliation of Net Income to Adjusted Operating EBITDA
In millionsFY 2025
Income, net of tax (GAAP)$729
+ Provision for income taxes233
Income before income taxes (GAAP)$962
+ Depreciation and amortization376
- Interest income 12
+ Interest expense65
- Non-operating pension/OPEB benefit credits2
- Foreign exchange gains (losses), net(4)
- Indirect legacy benefits (costs) - net5
- Adjustments for significant items (charge) benefit(43)
Adjusted Operating EBITDA (non-GAAP)$1,441
+ Pro forma adjustments 2, 3(39)
Adjusted Pro Forma Operating EBITDA (non-GAAP)$1,402
1. The twelve months ended December 31, 2025 excludes accrued interest income earned on employee retention credits. Refer to details of significant items below.
2. Reflects the incremental costs required to operate as a stand-alone entity in the amount of $46 million for the twelve months ended December 31, 2025.
3. Reflects the net benefit of the Transition Services Agreements and other commercial agreements entered into with DuPont in connection with the spin-off in the amount of $7 million for the twelve months ended December 31, 2025.

A-2

Appendix A

Reconciliation of Adjusted Operating EBITDA and Adjusted Pro Forma Operating EBITDA by Segment
In millionsFY 2025
Semiconductor Technologies$945
Interconnect Solutions539
Corporate(43)
Total Adjusted Operating EBITDA (non-GAAP)$1,441
Semiconductor Technologies$(13)
Interconnect Solutions(5)
Corporate(21)
Total Pro Forma adjustments 1, 2 (non-GAAP)$(39)
Semiconductor Technologies$932
Interconnect Solutions534
Corporate(64)
Total Adjusted Pro Forma Operating EBITDA (non-GAAP)$1,402
  1. Reflects the incremental costs required to operate as a stand-alone entity in the amount of $46 million for the twelve months ended December 31, 2025.

  2. Reflects the net benefit of the Transition Services Agreements and other commercial agreements entered into with DuPont in connection with the Spin-Off in the amount of $7 million for the twelve months ended December 31, 2025.

2026 Proxy StatementA-3

Appendix A

Reconciliation of Net Income1 to Adjusted Earnings and Adjusted Pro Forma Earnings
In millions, except per share amountsFY 2025
Net Income available for Qnity common stockholders (GAAP)1$692
Earnings Per Share (GAAP)2$3.30
Less: Significant Items3(43)
Amortization of intangibles(207)
Non-op pension benefit credits2
Indirect legacy benefits (costs) - net5
Income Tax Items4(30)
Tax effect of Non-GAAP Adjustments547
Adjusted Earnings (non-GAAP)$918
Adjusted Earnings Per Share (non-GAAP)6$4.38
Less: Pro forma adjustments7, 8, 9(215)
Adjusted Pro Forma Earnings (non-GAAP)$703
Adjusted Pro Forma Earnings Per Share (non-GAAP)10$3.35
1. Net income available for Qnity common stockholders.
2. Earnings per common share - diluted.
3. All Significant Items and Non-GAAP Adjustments are shown on a pre-tax basis with the exception of "Income Tax Items" and "Tax effect of Non-GAAP Adjustments"
4. Reflects non-recurring or significant tax items, including uncertain tax position expense related to tax actions in the year associated with the spin-off, with corresponding adjustments to indemnification balances related to the share that DuPont is responsible for.
5. The income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
6. Adjusted Earnings Per Share is calculated based on Adjusted Earnings divided by common shares – diluted as of December 31, 2025.
7. Reflects the after-tax incremental interest expense related to our current debt structure in the amounts of $186 million for the twelve months ended December 31, 2025.
8. Reflects the after-tax incremental costs required to operate as a stand-alone entity in the amounts of $35 million for the twelve months ended December 31, 2025.
9. Reflects the after-tax net benefit of the Transition Services Agreements and other commercial agreements entered into with DuPont in connection with the spin-off in the before tax amounts of $5 million for the twelve months ended December 31, 2025.
10. Adjusted Pro Forma Earnings Per Share is calculated based on Adjusted Pro Forma Earnings divided by common shares – diluted as of December 31, 2025.

Significant Items Impacting Results

In millionsFY 2025
Restructuring and asset related charges - net1$(20)
Employee retention credit22
Acquisition, integration & separation costs3(25)
Total pre-tax significant items charge$(43)
1. Reflects restructuring charges primarily related to the DuPont sponsored restructuring program which initiated prior to spin-off and was recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statement of Operations reported in the Company's Annual Form 10-K filed on February 26, 2026.
2. Reflects accrued interest earned on employee retention credits and is recorded in “Interest income” within the “Other income (expense) - net” line item in the Company’s Consolidated Statements of Operations reported in the Company's Annual Form 10-K filed on February 26, 2026.
3. Acquisition, integration and separation costs primarily related to financial advisory, accounting, consulting, and other professional advisory fees.

A-4

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