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DuPont de Nemours, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

DD$155.14+5.9%Stored close · as of Nov 9, 2026

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Subsequent Events

NOTE 22 -SUBSEQUENT EVENTS

Closing of the Qnity Spin-Off

On November 1, 2025, DuPont completed the previously announced separation of the Company's Electronics business, Qnity, Electronics, Inc., into a separate and independent public company (the "Electronics Separation") through a pro rata dividend in-kind of all of the then-issued and outstanding shares of Qnity’s common stock, par value $0.01 per share, to holders of the Company’s common stock, par value $0.01 per share, as of the close of business on October 22, 2025 (the “Distribution”). At and for the three months ended September 30, 2025, the Electronics business represented approximately 38 percent and 42 percent of the Company's assets and net sales, respectively. The Company has determined that the Qnity spin-off represents a strategic shift that will have a major effect on the Company’s operations and results. As a result, beginning in the fourth quarter of 2025, Qnity's financial results will be reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

Agreements with Qnity Electronics, Inc.

In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:

Separation and Distribution Agreement;

Tax Matters Agreement;

Employee Matters Agreement;

Intellectual Property Cross-License Agreement;

Transition Services Agreement; and

Legacy Liabilities Assignment Agreement.

Financing Transactions

As discussed in Note 13, the gross proceeds of approximately $1,750 million from the Qnity Notes were deposited into an escrow account and at September 30, 2025 were reflected in “Restricted cash and cash equivalents" in the interim Condensed Consolidated Balance Sheets. On November 1, 2025, the gross proceeds of the Qnity Notes and the pre-funded interest deposit and accrued interest income earned on the escrow were released in connection with the completion of the Distribution.

Debt Exchange and Special Mandatory Redemption Event

As referenced in Note 13, the Exchange Offers were completed and settled on October 2, 2025 and in connection with the settlement of the Exchange Offers, DuPont issued $1,584 million aggregate principal amount of the New 2028 Notes in exchange for the 2028 Notes tendered and accepted by DuPont, approximately $226 million aggregate principal amount of New 2038 Notes in exchange for the 2038 Notes tendered and accepted by DuPont and approximately $295 million aggregate principal amount of New 2048 Notes and (collectively with the New 2028 Notes and the New 2038 Notes, the “New Notes”) in exchange for the 2048 Notes tendered and accepted by DuPont.

Each series of the New Notes provides for special mandatory redemption as discussed below. Each series of the New Notes has the same interest rate, interest payment dates, maturity date and optional redemption provisions as the applicable series of Existing Notes; provided that the methodology for calculating any make-whole redemption price for the New Notes reflects the Securities Industry and Financial Markets Association model provisions. Interest is payable on the New 2028 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2028. Interest is payable on the New 2038 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2038. Interest is payable on the New 2048 Notes on May 15 and November 15 of each year beginning on May 15, 2025, until its maturity date of November 15, 2048.

Upon the completion of the Distribution, the special mandatory redemption event was triggered under each series of New Notes (the "Special Mandatory Redemption Event"). As a result, DuPont is required to redeem $900 million principal amount of the New 2028 Notes, approximately $226 million principal amount of the New 2038 Notes and approximately $295 million principal amount of the New 2048 Notes on the Special Mandatory Redemption Date (as defined below) (such redemption the "Special Mandatory Redemption"), at a redemption price (the “Special Mandatory Redemption Price”) equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on each series of the New Notes discounted to the Special Mandatory Redemption Date (assuming each series of the New Notes matured on the applicable par call date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (i)25 basis points in the case of the New 2028 Notes and (ii)30 basis points in the case of the New 2038 Notes and the New 2048 Notes, less (b) interest accrued to the Special Mandatory Redemption Date, and (2)100% of the principal amount of the applicable series of the New Notes to be redeemed, plus, in either case, accrued and unpaid interest, if any, to, but excluding the Special Mandatory Redemption Date.

The Company sent redemption notices to the holders of the New Notes on November 3, 2025 and the Special Mandatory Redemption will be completed on November 7, 2025.

Consent Solicitation and Offer to Purchase

On November 3, 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $649 million (or approximately 83.9%) of the 2038 Notes and $1,118 million (or approximately 60.25%) of the 2048 Notes, each issued pursuant to the Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of November 28, 2018, by and between DowDuPont Inc. (n/k/a DuPont de Nemours, Inc.) and the Trustee (collectively, the “Indenture”). Pursuant to the Transaction Support Agreement, (i) DuPont has agreed to launch, and the Supporting Holders have agreed to provide their consents with respect to their 2038 Notes and 2048 Notes (as applicable) in support of a solicitation of consents (the “Consent Solicitations”) with respect to the adoption of certain proposed amendments (the “Proposed Amendments”) to the Indenture governing the applicable series of 2038 Notes and 2048 Notes to expressly permit DuPont to consummate the Electronics Separation and the proposed sale of its Aramids Business, and (ii) DuPont has agreed to launch and the Supporting Holders have agreed to tender $1,029 million aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up to $739 million aggregate principal amount of the 2048 Notes (the "Tender Cap") at a purchase price equal to $1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer.

The Tender Offer is currently set to expire on December 3, 2025 (as such time and date may be extended by DuPont, the “Tender Expiration Date”). Holders may withdraw their tendered 2048 Notes prior to or at, but not after, 5:00 p.m., New York City time, on November 17, 2025 (as such date and time may be extended by DuPont). Payment for the 2048 Notes that are validly tendered prior to or at the Tender Expiration Date and that are accepted for purchase by DuPont will be made on the final settlement date thereof (which is expected to be two (2) business days after the Tender Expiration Date), provided that DuPont reserves the right, in its sole discretion, to make early payment for 2048 Notes that are validly tendered prior to or at 5:00 p.m., New York City time, on November 17, 2025 (such date and time, as it may be extended by DuPont, the “Early Tender Date”) and that are accepted for purchase on the date referred to as the “Early Settlement Date” (which is expected to be two (2) business days after the Early Tender Date). 2048 Notes validly tendered prior to or at the Early Tender Date will be accepted for purchase in priority to other 2048 Notes validly tendered after the Early Tender Date (whether or not there is an Early Settlement Date). If the aggregate principal amount of 2048 Notes validly tendered in the Tender Offer exceeds the Tender Cap, the amount of such 2048 Notes purchased will be determined on a prorated basis pursuant to the terms of the Tender Offer. 2048 Notes tendered after the Early Tender Date but prior to or at the Expiration Date will be eligible for purchase, and subject to proration, only if and to the extent that the aggregate principal amount of 2048 Notes that are validly tendered and accepted for purchase as of the Early Tender Date is less than the Tender Cap. If the Tender Offer is oversubscribed, proration will be required, the amount of which will not be knowable until after the Early Tender Date or the Tender Expiration Date, as applicable.

Following successful consummation of the Tender Offer, repayment at maturity of DuPont’s 4.493% Notes due 2025 and payment of the Special Mandatory Redemption of the New Notes, DuPont will have repaid approximately $4.0 billion aggregate principal amount of its senior notes, with total refinancing expenses of approximately $156 million (including redemption premiums and excluding swap termination expenses).

Share Repurchase Authorization

On November 6, 2025, the Company announced that its Board of Directors, post the Electronics Separation, approved a new share repurchase authorization of up to $2 billion of common stock (the “$2 B Authorization”). Under the $2 B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, which may include accelerated share repurchase transactions. The $2 B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors. The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements. The Company expects to launch an accelerated share repurchase transaction under the authorization to repurchase $500 million, in aggregate, of common stock.

Interest Rate Swap Activity

In November 2025, the Company settled approximately 23% of the notional of the 2022 swaps related to the 2038 Notes and 100% of the notional of the 2024 swaps related to the 2038 Notes and the remaining 70% of the notional of the 2048 Notes for a total of $101 million, representing the respective allocation of the fair value of the swaps at the time of settlement.

Q4 2025 Segment Reali gnment

Effective in the fourth quarter of 2025, the Company will realign its management and reporting structure. This realignment will result in a change in reportable segments in the fourth quarter of 2025 which will change the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials. Segment information in Note 21 is not reflective of the impact of Q4 2025 Segment Realignment.

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