DuPont (NYSE: DD) sets 56% Applicable Percentage, $1.4B EBITDA floor

Rhea-AI Filing Summary

DuPont de Nemours, Inc. reported a technical update related to its agreements following the spin-off of Qnity Electronics, Inc. effective November 1, 2025. DuPont and Qnity have now agreed that DuPont’s “Applicable Percentage” under their Separation and Distribution Agreement is 56%, which resets the “Minimum EBITDA” for DuPont to $1,400,000,000 under a related 2019 letter agreement with Corteva, Inc. They also agreed that Qnity’s Applicable Percentage is 44%. These percentages define how minimum earnings benchmarks are allocated between DuPont and Qnity after the spin-off.

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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): December 4, 2025 (December 2, 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. ¨

Item 8.01 Other Events.

In connection with its Current Report on Form 8-K filed on November 3, 2025, DuPont de Nemours, Inc., a Delaware corporation (“DuPont”), indicated it would disclose the numeric percentage of the Applicable Percentage (as defined below) of DuPont and the resulting Minimum EBITDA (as defined in that certain Letter Agreement, dated as of June 1, 2019, by and between DuPont (f/k/a DowDuPont Inc.) and Corteva, Inc.) in respect of DuPont once determined after the spin-off on November 1, 2025 of Qnity Electronics, Inc., a Delaware corporation (“Qnity”).

On December 2, 2025, DuPont and Qnity determined and agreed, pursuant to the Separation and Distribution Agreement, dated as of November 1, 2025, by and between DuPont and Qnity (the “Separation Agreement”), that the Applicable Percentage (as defined in the Separation Agreement) of DuPont is 56%. As a result, the Minimum EBITDA in respect of DuPont is reset at $1,400,000,000.

On December 2, 2025, DuPont and Qnity also determined and agreed that the Applicable Percentage of Qnity is 44%.

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:

December 4, 2025

By:

/s/ Erik T. Hoover

Name:

Erik T. Hoover

Title:

Senior Vice President and General Counsel

FAQ

What did DuPont (DD) announce in this 8-K filing?

DuPont disclosed that, following the spin-off of Qnity Electronics, Inc., it has agreed with Qnity that DuPont’s Applicable Percentage under their Separation and Distribution Agreement is 56%, and Qnity’s is 44%.

How does the new Applicable Percentage affect DuPont’s Minimum EBITDA?

Based on the agreed 56% Applicable Percentage for DuPont, the Minimum EBITDA in respect of DuPont under a 2019 letter agreement with Corteva, Inc. is reset at $1,400,000,000.

Why is the DuPont and Qnity Applicable Percentage important for investors?

The Applicable Percentage determines how certain earnings thresholds, including the Minimum EBITDA tied to DuPont’s arrangements with Corteva, are allocated between DuPont and Qnity after the spin-off.

When were DuPont and Qnity’s Applicable Percentages determined?

DuPont and Qnity determined and agreed their Applicable Percentages on December 2, 2025, pursuant to their Separation and Distribution Agreement dated November 1, 2025.

How is Qnity Electronics, Inc. related to DuPont (DD)?

Qnity Electronics, Inc. was spun off from DuPont on November 1, 2025, and the Applicable Percentages clarify the post-spin allocation of EBITDA thresholds between DuPont and Qnity.