Qnity to sell $1.5B secured and $1.0B unsecured notes as part of DuPont spin-off

Rhea-AI Filing Summary

DuPont and its wholly owned subsidiary Qnity Electronics announced an offering of approximately $1.5 billion aggregate principal amount of senior secured notes and $1.0 billion aggregate principal amount of senior unsecured notes, to be offered under Rule 144A and Regulation S. The offering is being made in connection with DuPont's previously announced plan to separate its electronics business by distributing Qnity common stock pro rata to DuPont stockholders. A press release describing the offering is furnished as Exhibit 99.1 and is furnished, not filed, for certain Exchange Act purposes.

Positive

• Approximately $2.5 billion of notes are being offered (split into $1.5B senior secured and $1.0B senior unsecured), providing clear financing scale.
• The offering is explicitly connected to the planned separation of DuPont's electronics business via a pro rata distribution of Qnity common stock.

Negative

• None.

Insights

M&A Specialist

TL;DR: Qnity's $2.5B issuance is structured to finance the announced electronics separation, signalling a material financing step toward the spin-off.

The filing confirms a targeted capital-raising via $1.5B secured and $1.0B unsecured notes under Rule 144A/Reg S. Because the notes are explicitly tied to the previously announced plan to separate the electronics business and distribute Qnity equity pro rata, this is a material corporate-finance step for executing the separation. The filing is informational and the press release is furnished as an exhibit rather than "filed," limiting incorporation by reference.

Corporate Finance Analyst

TL;DR: The announced debt offering is a significant financing action for the standalone capital structure of the electronics unit.

The document discloses an aggregate offering of approximately $2.5 billion of notes (split between secured and unsecured instruments) by Qnity, a DuPont subsidiary. The use of Rule 144A and Regulation S indicates an international/private placement focus. The disclosure is concise and limited to the offering's existence and its connection to the planned distribution of Qnity stock; no proceeds allocation, pricing, or expected covenant details are included in this filing.

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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): August 11, 2025 (August 11, 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 730 Wilmington, Delaware				19805
(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		DD		New 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. ☐

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

FAQ

What debt is Qnity offering under DuPont's plan (DD)?

Qnity is offering approximately $1.5 billion aggregate principal amount of senior secured notes and $1.0 billion aggregate principal amount of senior unsecured notes.

Under which securities rules are the notes being offered?

The notes are being offered under Rule 144A and Regulation S under the Securities Act of 1933.

Why is Qnity issuing these notes?

The offering is being made in connection with DuPont's previously announced plan to separate its electronics business by a pro rata distribution of Qnity common stock to DuPont stockholders.

Is the press release in the 8-K considered filed under the Exchange Act?

No. The filing states the information and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor incorporated by reference except as expressly stated.

Who is offering the notes?

The notes are being offered by Qnity Electronics, Inc., which the filing identifies as a wholly owned subsidiary of DuPont de Nemours, Inc.