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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2025

DuPont de Nemours, Inc.
(Exact name of registrant as specified in its charter)
            
Delaware
001-38196
81-1224539
(State or other jurisdiction of
incorporation)
(Commission file number)
(IRS Employer Identification No.)
974 Centre Road, Building 730Wilmington, Delaware19805
(Address of Principal Executive Offices)
(Zip Code)

(302) 295-5783
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former name or former address, if changed since last report)

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))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDDNew York Stock Exchange

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).

Emerging growth company

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 8.01.    Other Events.
On October 15, 2025, the board of directors of DuPont de Nemours, Inc. (the “Company” or “DuPont”) approved the previously announced tax-free separation (the “Separation”) of the Company’s Electronics business, Qnity Electronics, Inc. (“Qnity”). To effect the Separation, the board of directors of DuPont declared a pro rata dividend of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Qnity (the “Qnity Common Stock”) to the Company’s stockholders (the “Distribution”) as of the close of business on October 22, 2025 (the “Record Date”). The Distribution is expected to be paid on November 1, 2025.

Effective as of the Distribution, each Company stockholder of record will receive one share of Qnity Common Stock for every two shares of the Company’s common stock held by such stockholder as of the Record Date (such ratio, the “Distribution Ratio”). The Company will not distribute any fractional shares of Qnity Common Stock to its stockholders as part of the Distribution. Instead, the Company’s stockholders will receive cash in lieu of any fractional shares of Qnity Common Stock that they would have received after application of the Distribution Ratio.

Following the consummation of the Separation and the Distribution, the Company’s stockholders will own 100% of the outstanding shares of Qnity Common Stock, and Qnity will become an independent, publicly traded company. The consummation of the Separation and the Distribution is subject to the satisfaction or waiver of certain conditions, as more fully described in the final information statement, dated as of October 15, 2025, attached as Exhibit 99.1 to Qnity’s Current Report on Form 8-K filed by Qnity with the U.S. Securities and Exchange Commission on October 15, 2025 and not incorporated by reference herein, which DuPont expects will be satisfied by the Distribution.

In addition, the New York Stock Exchange (the “NYSE”) has authorized the Qnity Common Stock for listing and has advised that “when-issued” trading is expected to begin on October 27, 2025, under the symbol “Q WI”, with such trading ending at the close of business on October 31, 2025. Following the Separation and Distribution, Qnity Common Stock is expected to begin “regular way” trading on the NYSE on November 3, 2025 under the symbol “Q”.

Beginning on October 27, 2025, and continuing through October 31, 2025, it is expected that there will be two markets in DuPont common stock on the NYSE: a “regular-way” market under the symbol “DD” in which DuPont shares will trade with the right to receive shares of Qnity common stock in the distribution, and an “ex-distribution market” under the symbol “DD WI” in which DuPont shares will trade without the right to receive shares of Qnity common stock in the distribution.

A copy of the press release issued by the Company announcing certain details of the Separation and the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
Press Release of DuPont de Nemours, Inc., dated October 15, 2025.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K contains 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”, “intend”, “may”, “could”, “project”, “estimate” 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.

Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to, the successful completion of the Separation and Distribution, including achievement of the intended tax treatment; the possibility of disputes, litigation or unanticipated costs in connection with the Separation and Distribution; and DuPont’s success in achieving its intended post-Separation capital structure. Additional information concerning the risks, uncertainties and assumptions can be found in DuPont’s filings with the U.S. Securities and Exchange Commission, (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent current, periodic and other reports filed with the SEC.

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.



SIGNATURES
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.
Registrant
Date:October 15, 2025By:/s/ Erik T. Hoover
Name:Erik T. Hoover
Title:Senior Vice President and General Counsel


EXHIBIT 99.1
ddlogo.jpg qnitylogo.jpg


NEWS RELEASE

DuPont Board of Directors Approves Qnity Distribution

WILMINGTON, Del., Oct. 15, 2025 DuPont (NYSE: DD) today announced that its Board of Directors has approved the previously announced separation of its Electronics business, Qnity Electronics, Inc. (Qnity). To effect the separation, the DuPont Board of Directors declared a pro rata dividend of all of the issued and outstanding shares of common stock of Qnity. The dividend is expected to occur on November 1, 2025, the distribution date, to DuPont stockholders of record as of the close of business on October 22, 2025, the record date. Effective as of the distribution date, each DuPont stockholder will receive one (1) share of Qnity common stock for every two (2) shares of DuPont common stock held on the record date. Registered DuPont stockholders will receive cash in lieu of any fractional shares of Qnity common stock.

In connection with the separation and the distribution, the Qnity Board of Directors today declared a cash dividend of approximately $4.122 billion, plus the pre-funded interest deposit of approximately $66 million made by DuPont in connection with the debt obligations incurred by Qnity, plus any investment returns on the amounts held in escrow in respect of such debt obligations, payable to DuPont.

Todays announcement marks a significant milestone in successfully separating Qnity on November 1, said Lori Koch, chief executive officer of DuPont. We are unlocking new opportunities for both organizations to thrive independently, while remaining committed to delivering exceptional value to our shareholders, customers, and employees."

The New York Stock Exchange (the NYSE) has authorized the Qnity common stock for listing and has advised that when-issued trading is expected to begin on October 27, 2025, under the symbol Q WI, with such trading ending at the close of business on October 31, 2025. Following the separation and distribution, Qnity common stock is expected to begin regular way trading on the NYSE on Monday, November 3, 2025 under the symbol Q.

Beginning on October 27, 2025, and continuing through October 31, 2025, it is expected that there will be two markets in DuPont common stock on the NYSE: a regular-way market under the symbol DD in which DuPont shares will trade with the right to receive shares of Qnity common stock in the distribution, and an ex-distribution market under the symbol DD WI in which DuPont shares will trade without the right to receive shares of Qnity common stock in the distribution. If you sell DuPont common stock in the regular-waymarket on or prior to the last trading day prior to the distribution date, you will be selling your right to receive Qnity common stock in the distribution.

No action is required by DuPont stockholders to receive shares of Qnity common stock in the distribution. DuPont stockholders are encouraged to consult with their financial and tax advisors regarding the specific implications of the distribution, including the specific implications of buying or selling DuPont common stock on or before the distribution date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.

The distribution is subject to the satisfaction or waiver of certain customary conditions, which DuPont expects will be satisfied by the distribution date.





About DuPont
DuPont (NYSE: DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. DuPont’s employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. More information about the company, its businesses and solutions can be found at www.dupont.com. Investors can access information included on the Investor Relations section of the website at investors.dupont.com.

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.

About Qnity
Qnity™, DuPont's electronics business, is a premier technology solutions provider across the semiconductor value chain, empowering AI, high performance computing, and advanced connectivity. From solutions for semiconductor chip manufacturing, to enabling high-speed transmission within complex electronic systems, our high-performance materials and integration expertise make tomorrow’s technologies possible. More information about Qnity, its businesses and solutions can be found at www.qnityelectronics.com. Investors can access information included on the Investor Relations section of the website at ir.qnityelectronics.com.

Qnity™, the Qnity Node Logo, and all products, unless otherwise noted, denoted with TM or ® are trademarks, trade names or registered trademarks of affiliates of Qnity Electronics, Inc.


For further information contact:

DuPont Investors:DuPont Media:Technical:
Ann GiancristoforoDan TurnerComputershare
[email protected] [email protected]+1 866-793-6948
+1 989-294-5890+1 302-299-7628+1 781-575-3100 (outside the US)
Qnity Investors:Qnity Media:
Nahla AzmyAshley Boucher
[email protected][email protected]
+1 302-518-1001+1 856-430-0755

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this document may be considered forward-looking statements, such as statements regarding the Separation and Distribution (defined below). Forward-looking statements often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "see", "will", "would", "target", "outlook", "stabilization", "confident", "preliminary", "initial" 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 and/or Qnity’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

Some of the important factors that could cause DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to, the successful completion of the separation of the electronics business (the “Separation”) by way of the distribution to DuPont’s stockholders of record as of October 22, 2025 of all the issued and outstanding common stock of Qnity Electronics, Inc. on November 1, 2025, (the “ Distribution”), including achievement of the intended tax treatment; the possibility of disputes, litigation or unanticipated costs in connection with the Separation and Distribution; and DuPont’s success in achieving its



intended post-Separation capital structure. Additional information concerning the risks, uncertainties and assumptions can be found in DuPont's filings with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024, subsequent current reports on Form 8-K and quarterly reports on Form 10-Q and other filings.

Some of the important factors that could cause Qnity’s actual outcomes and results to differ materially from those projected in any such forward-looking statements include, but are not limited to: the ability of Qnity to effect the Separation and to meet the conditions related thereto; the possibility that the Separation will not be completed within the anticipated time period or at all; the possibility that the Separation will not achieve its intended benefits; the impact of the Separation on Qnity’s businesses and the risk that the Separation may be more difficult, time-consuming or costly than expected, including the impact on Qnity’s resources, systems, procedures and controls, diversion of management’s attention and the impact and possible disruption of existing relationships with customers, suppliers, employees and other business counterparties; the negative effects of the announcement or pendency of the Separation on the financial performance of Qnity; the ability to achieve anticipated capital structures in connection with the Separation, including the future availability of credit and factors that may affect such availability; other risk factors discussed in the final information statement, dated as of October 15, 2025 (the “Information Statement”), attached as exhibit 99.1 to Qnity’s current report on Form 8-K filed with the SEC on October 15, 2025. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Additional information concerning these and other factors can be found in Qnity’s filings with the SEC, including the Information Statement. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business or supply chain disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Qnity’s financial condition, results of operations, credit rating or liquidity.

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. Neither DuPont nor Qnity assumes any 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.