DuPont de Nemours, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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Sep 30, 2025 · Filed Nov 6, 2025
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Stockholders' Equity
NOTE 16 -STOCKHOLDERS' EQUITY
Share Repurchase Program
In November 2022, DuPont’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $5 billion of common stock (the “$5 B Share Buyback Program").
In the third quarter of 2023, DuPont entered into new accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2 billion of common stock ("$2 B ASR Transaction"). In the first quarter of 2024, the $2 B ASR Transaction was completed. The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $426 million. In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2 B ASR Transaction. The completion of the $2 B ASR Transaction effectively completed the $5 B Share Buyback Program and the Company's stock repurchase authorization.
In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (“the $1 B Share Buyback Program”). As described below, the Company repurchased and retired $500 million of common stock under the $1 B Share Buyback Program prior to its expiration on June 30, 2025.
In the first quarter 2024, under the $1 B Share Buyback Program, DuPont entered into an ASR agreement withone counterparty for the repurchase of $500 million of common stock ("Q1 2024 ASR Transaction"). DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $400 million. The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.
In the second quarter of 2024, the Q1 2024 ASR Transaction was completed. The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million. In total, the Company repurchased 6.9 million shares at an average price of $71.96 per share under the Q1 2024 ASR Transaction.
The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax ofzero and $9 million as a reduction to retained earnings for the three and nine months ended September 30, 2024, respectively. There wasno excise tax recorded for the three and nine months ended September 30, 2025. The recorded excise tax is reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in the interim Condensed Consolidated Balance Sheets.
Accumulated Other Comprehensive Loss
The following table summarizes the activity related to each component of accumulated other comprehensive loss ("AOCL") for the nine months ended September 30, 2025 and 2024:
| Accumulated Other Comprehensive Loss | Cumulative Translation Adj | Pension and OPEB | Derivative Instruments | Total |
|---|---|---|---|---|
| In millions | ||||
| Balance at January 1, 2024 | $(931) | $(55) | $76 | $(910) |
| Other comprehensive (loss) income before reclassifications | 60 | (41) | — | 19 |
| Amounts reclassified from accumulated other comprehensive loss | — | (1) | — | (1) |
| Net other comprehensive income (loss) | $60 | $(42) | $— | $18 |
| Balance at September 30, 2024 | $(871) | $(97) | $76 | $(892) |
| Balance at January 1, 2025 | $(1,493) | $(115) | $108 | $(1,500) |
| Other comprehensive income (loss) before reclassifications | 757 | (23) | (74) | 660 |
| Amounts reclassified from accumulated other comprehensive loss | — | 5 | — | 5 |
| Net other comprehensive income (loss) | $757 | $(18) | $(74) | $665 |
| Balance at September 30, 2025 | $(736) | $(133) | $34 | $(835) |
The tax effects on the net activity related to each component of other comprehensive loss were not significant for the three or nine months ended September 30, 2025 and 2024.
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