DD 8-K
DuPont de Nemours, Inc. (DD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2025 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement
Consent Solicitations – Fifth Supplemental Indenture
DuPont de Nemours, Inc. (“DuPont”) previously announced its solicitations of consent from holders of its outstanding 5.319% Notes due 2038 issued on November 28, 2018 (the “2038 Notes”) and 5.419% Notes due 2048 issued on November 28, 2018 (the “2048 Notes” and, together with the 2038 Notes, the “Notes”) (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture governing each series of the Notes (the “Proposed Amendments”). Each Consent Solicitation was made upon the complete terms and subject to the conditions set forth in the confidential Consent Solicitation Statement, dated November 3, 2025 (the “Consent Solicitation Statement”).
The requisite number of consents were received as of 5:00 p.m., New York City time, on November 7, 2025 (the “Expiration Date”) to adopt the Proposed Amendments with respect to each series of the Notes and, accordingly, the following supplemental indenture to give effect to the Proposed Amendments with respect to each series of the Notes became operative on November 19, 2025:
| • | Fifth Supplemental Indenture, dated as of November 7, 2025, by and between DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.) and U.S. Bank Trust Company, National Association (including as successor in interest to U.S. Bank National Association), as trustee, relating to each series of the Notes. |
The above description of the material terms of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Supplemental Indenture attached hereto as Exhibit 4.1, the terms of which are in each case incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 8.01. Other Events.
On November 18, 2025, DuPont announced the early tender results for its previously announced tender offer (the “Tender Offer”) to purchase for cash up to an aggregate principal amount of $739,256,000 of the 2048 Notes, subject to proration. On November 19, 2025, DuPont made payment for an aggregate principal amount of $739,256,000 of the 2048 Notes, subject to proration, that were validly tendered at or prior to November 17, 2025. A copy of the press release announcing the early tender results is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 4.1 | Fifth Supplemental Indenture, dated November 7, 2025, by and between DuPont de Nemours, Inc. and U.S. Bank Trust Company, National Association, as trustee. | |
| 99.1 | Press Release announcing the early tender results of the Tender Offer, dated November 18, 2025. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| DUPONT DE NEMOURS, INC. | ||||||
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|
Registrant | |||||
| Date: November 19, 2025 |
|
By: | /s/ Erik T. Hoover | |||
| Name: | Erik T. Hoover | |||||
| Title: | Senior Vice President and General Counsel | |||||
Exhibit 4.1
CONFIDENTIAL
FIFTH SUPPLEMENTAL INDENTURE
Dated as of November 7, 2025
FIFTH SUPPLEMENTAL INDENTURE, dated as of November 7, 2025, by and between DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.), a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (including as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee have executed and delivered an Indenture, dated as of November 28, 2018 (the “Base Indenture”), to provide for the issuance by the Company from time to time of the Company’s senior unsecured debt securities;
WHEREAS, the Company and the Trustee have executed and delivered the First Supplemental Indenture, dated as of November 28, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”);
WHEREAS, there are currently Outstanding under the Indenture the series of Securities designated as the 4.493% Notes due 2025, the 4.725% Notes due 2028, the 5.319% Notes due 2038 (the “2038 Notes”) and the 5.419% Notes due 2048 (the “2048 Notes”);
WHEREAS, Section 8.02 of the First Supplemental Indenture permits the execution of a supplemental indenture with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of a series affected by such supplemental indenture (the “Required Consents”) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture;
WHEREAS, in connection with (i) the proposed separation of the Company’s electronics business, which includes its semiconductor technologies and interconnect solutions businesses, into an independent public company, Qnity Electronics, Inc. (as more fully described in the Company’s Current Report on Form 8-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on September 3, 2025 (Accession No. 0001666700-25-000050) (the “September Form 8-K”), the “Intended Electronics Separation”) and (ii) the sale of the Company’s aramids business (Kevlar® and Nomex®) (as more fully described in the September Form 8-K, the “Aramids Divestiture”), the Company solicited consents (“Consent Solicitations”) from the Holders of the 2038 Notes and 2048 Notes to certain amendments to the Indenture set forth in this Fifth Supplemental Indenture (the “Amendments”);
WHEREAS, the Company has obtained the Required Consents to the Amendments from the Holders of the 2038 Notes and 2048 Notes (each, an “Amended Series”) pursuant to the applicable Consent Solicitation, and the Company has filed with the Trustee evidence of the Required Consents having been obtained;
WHEREAS, the entry into this Fifth Supplemental Indenture by the parties hereto is authorized by the provisions of the Indenture; and
WHEREAS, this Fifth Supplemental Indenture shall be effective upon its signing by the parties hereto provided that the amendments to the Indenture set forth in Article 2 hereof shall not become operative until the Operative Time (as defined below).
NOW, THEREFORE, for and in consideration of the premises described above, the Company and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective Holders from time to time of the notes of each Amended Series as follows:
ARTICLE 1
RELATION TO THE INDENTURE; DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Relation to the Indenture. This Fifth Supplemental Indenture constitutes an integral part of the Indenture.
Section 1.02. Definitions and Other Provisions of General Application. For all purposes of this Fifth Supplemental Indenture unless otherwise specified herein:
| (a) | all terms defined in this Fifth Supplemental Indenture which are used and not otherwise defined herein shall have the meanings they are given in the Indenture; and |
| (b) | the provisions of general application stated in Section 1.01 of the Indenture shall apply to this Fifth Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Fifth Supplemental Indenture as a whole and not to the Indenture or any particular Article, Section or other subdivision of the Indenture or this Fifth Supplemental Indenture. |
ARTICLE 2
AMENDMENTS TO THE INDENTURE
Section 2.01. Amendment to Section 1.01 of the First Supplemental Indenture. Solely with respect to the notes of each Amended Series, the following definitions “Aramids Divestiture,” “Intended Electronics Separation” and “September Form 8-K” are hereby added to Section 1.01 of the First Supplemental Indenture:
“Aramids Divestiture:
The term “Aramids Divestiture” means the sale of the Company’s aramids business (Kevlar® and Nomex®) on substantially the terms described in the September Form 8-K.”
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“Intended Electronics Separation:
The term “Intended Electronics Separation” means the proposed separation of the Company’s electronics business, which includes its semiconductor technologies and interconnect solutions businesses, into an independent public company, Qnity Electronics, Inc., on substantially the terms described in the September Form 8-K.”
“September Form 8-K:
The term “September Form 8-K” means the Company’s Current Report on Form 8-K furnished to the SEC on September 3, 2025 (Accession No. 0001666700-25-000050).”
Section 2.02. Addition of New Section to the First Supplemental Indenture. Solely with respect to the notes of each Amended Series, the following Section is hereby added as Section 6.04 of the First Supplemental Indenture:
“Section 6.04. Transactions — No Restrictions. Notwithstanding anything to the contrary in the Indenture, the consummation of the Intended Electronics Separation and the Aramids Divestiture (collectively, the “Transactions”) and any action taken by any of the Company or any Subsidiary that is required in connection with or incidental to the Transactions (a) shall be permitted under all covenants and obligations under the Indenture without restriction, (b) shall not be deemed, individually or in the aggregate, to be a sale, conveyance, transfer, lease or other disposition of all or substantially all of the Company’s assets to another entity (including for purposes of Section 6.04 of the Base Indenture as supplemented by Section 6.03 of the First Supplemental Indenture) and (c) shall not constitute a Change of Control.” In addition, notwithstanding anything to the contrary in the Indenture, no direct or indirect sale, conveyance, transfer, lease or other disposition by the Company or its Subsidiaries announced or occurring prior to the date hereof shall be considered when assessing whether any transaction or series of transactions constitutes the direct or indirect sale, conveyance, transfer, lease or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries .
ARTICLE 3
MISCELLANEOUS PROVISIONS
Section 3.01. Supplemental Indenture. The Indenture, as supplemented by this Fifth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
Section 3.02. Effectiveness. This Fifth Supplemental Indenture shall become effective and binding on the Company, the Trustee and every Holder of the notes of each Amended Series heretofore or hereafter authenticated and delivered under the Indenture upon the execution and delivery of this Fifth Supplemental Indenture by the parties to this Fifth Supplemental Indenture; provided that the amendments to the Indenture set forth in Article 2 hereof shall not become operative until the payment in full by the Company of the “Tender Offer Consideration” (as defined in the Company’s Offer to Purchase, dated November 3, 2025 (the “Offer to Purchase”)) on the first settlement date of the tender offers described in such Offer to Purchase (the time of such payments, the “Operative Time”).
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Section 3.03. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 3.04. Separability Clause. In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby.
Section 3.05. Governing Law. This Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 3.06. Execution by the Trustee. The Trustee has executed this Fifth Supplemental Indenture only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee shall not be responsible for the correctness of the recitals contained herein, which shall be taken as statements of the Company, and the Trustee makes no representation and shall have no responsibility for, or in respect of, the validity or sufficiency of this Fifth Supplemental Indenture or the execution hereof by any Person (other than the Trustee). The rights, protections or indemnities afforded the Trustee under the Indenture shall apply to the execution hereof and the transactions contemplated hereunder.
Section 3.07. Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Facsimile, PDF copies or other electronic transmission of signatures shall constitute original signatures for all purposes of this Fifth Supplemental Indenture and any enforcement hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Fifth Supplemental Indenture or any document to be signed in connection with this Fifth Supplemental Indenture shall be deemed to include Electronic Signatures (as defined herein), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the day and year first above written.
| DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.) | ||
| By: | /s/ Michael P. Heffernan | |
| Name: | Michael P. Heffernan | |
| Title: | Vice President and Treasurer | |
| U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Fifth Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the day and year first above written.
| DuPont de Nemours, Inc. (f/k/a DowDuPont Inc.) | ||
| By: | ||
| Name: | ||
| Title: | ||
| U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) | ||
| By: | /s/ Paul O’Brien | |
| Name: | Paul O’Brien | |
| Title: | Vice President | |
[Signature Page to Fifth Supplemental Indenture]
Exhibit 99.1
DuPont Announces Early Results of Tender Offer for Senior Notes
WILMINGTON, DEL., Nov. 18, 2025 – DuPont (NYSE: DD) announced today the early results of its previously announced tender offer (the “Tender Offer”) to purchase for cash up to $739,256,000 aggregate principal amount (the “Maximum Tender Amount”) of its 5.419% Notes due 2048 issued on November 28, 2018 (the “2048 Notes”). The Tender Offer is being made pursuant to the terms and conditions set forth in the Offer to Purchase, dated November 3, 2025 (the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on November 17, 2025 (such date and time, the “Early Tender Date”), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer, the aggregate principal amount of the 2048 Notes listed in the table below has been validly tendered and not validly withdrawn in the Tender Offer. Withdrawal rights for the 2048 Notes expired at 5:00 p.m., New York City time, on November 17, 2025.
| Title of Series of Notes |
CUSIP / ISIN No. |
Aggregate Amount |
Aggregate |
Aggregate |
Approximate |
Tender Offer Consideration(1)(2) | ||||||
| 5.419% Notes due 2048 |
26078J AF7 / US26078JAF75 | $1,855,219,000 | $936,618,000 | $739,256,000 | 78.9627% | $1,000 |
| (1) | Per $1,000 principal amount of 2048 Notes validly tendered on or prior to the Early Tender Date and accepted for purchase by the Company. |
| (2) | Does not include Accrued Interest, which will also be payable as described below. |
As the aggregate principal amount of the 2048 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeded the Maximum Tender Amount, DuPont will accept for purchase the 2048 Notes on a prorated basis, and DuPont will not purchase any additional 2048 Notes after the Early Tender Date. Payment for the 2048 Notes that were validly tendered at or prior to the Early Tender Date and that were accepted for purchase will be made on November 19, 2025, the second business day after the Early Tender Date (such date, the “Early Settlement Date”). The consideration for each $1,000 principal amount of 2048 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be $1,000.00 (excluding Accrued Interest). Holders of 2048 Notes accepted for purchase in the Tender Offer will receive accrued and unpaid interest on such 2048 Notes from the last interest payment date with respect to such 2048 Notes to, but not including, the Early Settlement Date (“Accrued Interest”). The Tender Offer will continue to expire at 5:00 p.m., New York City time, on December 3, 2025, or any other date and time to which DuPont extends the Tender Offer, unless earlier terminated.
Following the successful completion of the Tender Offer, repayment at maturity of DuPont’s 4.493% Notes due 2025 and the special mandatory redemption of DuPont’s (i) $900,000,000 principal amount of 4.725% Notes due 2028 issued on October 2, 2025, (ii) $225,963,000 principal amount of 5.319% Notes due 2038 issued on October 2, 2025 and (iii) $294,781,000 principal amount of 5.419% Notes due 2048 issued on October 2, 2025, DuPont will have successfully achieved its intended post-Electronics separation capital structure by repaying approximately $4.0 billion aggregate principal amount of its senior notes.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. The Tender Offer is being made solely pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.
About DuPont
DuPont (NYSE: DD) is a global innovation leader, providing advanced solutions that help transform industries and improve everyday life across our key markets of healthcare, water, construction, and transportation.
DuPont™, the DuPont Oval Logo and all trademarks and service marks denoted with ™, SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.
For more information contact:
DuPont Investors
Ann Giancristoforo
+1 989-294-5890
Media
Dan Turner
+1 302-299-7628
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this release may be considered 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. Forward-looking statements 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. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which are beyond DuPont’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Additional information concerning the risks, uncertainties and assumptions can be found in DuPont’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, subsequent quarterly reports on Form 10-Q and other filings. Forward-looking statements are not guarantees of future results. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to 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.