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): August 11, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) | |||
(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 class |
Trading |
Name of each 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. ☐
Section 7 – Fair Disclosure
Item 7.01 Regulation FD Disclosure.
On August 11, 2025, DuPont de Nemours, Inc. (“DuPont”) and Qnity Electronics, Inc. (“Qnity”), a wholly-owned subsidiary of DuPont, issued a press release announcing an offering by Qnity of debt securities under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions, of approximately $1.5 billion aggregate principal amount of senior secured notes and $1.0 billion aggregate principal amount of senior unsecured notes. The Notes are being offered in connection with DuPont’s previously announced plan to separate its electronics business through a pro rata distribution of Qnity common stock to stockholders of DuPont.
A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in Item 7.01, including Exhibit 99.1, of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration statement or other document filed by the Registrant under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
| 99.1 | Press Release, dated August 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: August 11, 2025 |
|
By: | /s/ Michael G. Goss | |||
| Name: | Michael G. Goss | |||||
| Title: | Vice President and Controller | |||||
Exhibit 99.1
|
|
NEWS RELEASE
DUPONT DE NEMOURS, INC. AND QNITY ELECTRONICS, INC. ANNOUNCE
OFFERING OF SENIOR SECURED NOTES
AND SENIOR NOTES
Notes to be the obligation solely of Qnity Electronics, Inc. as issuer following consummation of
DuPont’s intended Spin-Off of its electronics business
WILMINGTON, DEL., August 11, 2025 – DuPont de Nemours, Inc. (NYSE: DD) (“DuPont”) and Qnity Electronics, Inc. (“Qnity”) announced today Qnity’s intention to offer, subject to market and customary conditions, (i) $1.5 billion aggregate principal amount of senior secured notes due 2032 (the “Secured Notes”) and (ii) $1.0 billion aggregate principal amount of senior notes due 2033 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes” and each, a “series of Notes”). Each series of Notes is being offered in connection with DuPont’s previously announced plan to separate its electronics business through a pro rata distribution of Qnity common stock to stockholders of DuPont (the “Spin-Off”), as more fully described in Qnity’s information statement filed as Exhibit 99.1 to its amended Registration Statement on Form 10 filed by Qnity with the Securities and Exchange Commission (the “SEC”) on August 5, 2025.
Upon the consummation of the Spin-Off, the Unsecured Notes will be jointly and severally and unconditionally guaranteed on a senior unsecured basis and the Secured Notes will be jointly and severally and unconditionally guaranteed on a senior secured basis by each Qnity subsidiary that is a borrower, or guarantees indebtedness, under Qnity’s planned senior secured credit facilities. Upon the consummation of the Spin-Off, the Secured Notes and related guarantees will be secured, subject to permitted liens and certain other exceptions, by first priority liens on substantially the same collateral that secures Qnity’s obligations under its planned senior secured credit facilities. The Unsecured Notes and related guarantees will not be secured by any collateral.
The closing of this offering is not conditioned on the closing of the Spin-Off. The gross proceeds of the offering will be held in escrow and released in connection with the completion of the Spin-Off. Qnity intends to use the net proceeds from the offering, together with borrowings under its new senior secured credit facilities and cash on hand, to finance the payment of a cash distribution to DuPont plus the pre-funded interest deposit in connection with the issuance of notes (and any investment returns thereon).
The Spin-Off is targeted for completion on November 1, 2025*. If the Spin-Off is not consummated (x) on or prior to the earlier of (i) March 31, 2026 and (ii) the date on which Qnity notifies the escrow agent and the trustee that Qnity has determined the Spin-Off will not be consummated or (y) within two business days of the gross proceeds being released from escrow, then each series of Notes will be subject to a special mandatory redemption.
Each series of Notes and the related guarantees will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act. Each series of Notes and the related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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.
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.
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.
DuPont™, the DuPont Oval Logo, Qnity™ and all trademarks and service marks denoted with ™,SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.
| * | On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the Spin-Off. The Spin-Off will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont’s board of directors, receipt of tax opinion from counsel, the completion and effectiveness of the Form 10 registration statement filed with the SEC, applicable regulatory approvals and satisfactory completion of financing. |
Cautionary Statement Regarding Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements use words such as “plans”, “expects”, “will”, “would”, “anticipates”, “believes”, “intends”, “seeks”, “projects”, “efforts”, “estimates”, “potential”, “continue”, “intend”, “may”, “could”, “should” and similar expressions, among others, as well as other words or expressions referencing future events, conditions or circumstances. Statements that describe or relate to DuPont’s or Qnity’s plans, goals, intentions, strategies, financial outlook, DuPont’s or Qnity’s expectations regarding the Spin-Off, the aggregate principal amount of the Notes to be sold or the intended use of proceeds from the offering of the Notes, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of the DuPont’s and Qnity’s control. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements. Additional information concerning these and other factors can be found in Qnity’s filings with the U.S. Securities and Exchange Commission, including Qnity’s registration statement on Form 10. Any forward-looking statement speaks only as of the date on which it is made. Neither DuPont nor Qnity undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Investor Contacts
Ann Giancristoforo
+1 989-294-5890
Nahla Azmy
+1 302-518-1001
Media
Dan Turner
+1 302-299-7628