DuPont (NYSE: DD) seeks approval for discretionary reverse stock split

Rhea-AI Filing Summary

DuPont de Nemours, Inc. plans a reverse stock split of its common stock, subject to stockholder approval, at a ratio between 1-for-2 and 1-for-4, with the exact ratio to be set later by the Board of Directors.

If implemented, the company will proportionally reduce authorized common shares. DuPont states the reverse split will not affect stockholder voting or other rights, business operations, or outstanding debt. The proposal will be voted on at the Annual Meeting of Stockholders on May 21, 2026, with a record date of March 30, 2026. The Board may delay or abandon the reverse split even if it is approved.

Insights

Equity Capital Structure Analyst

DuPont proposes a discretionary reverse split with proportional share reduction.

DuPont plans a reverse stock split between 1-for-2 and 1-for-4, contingent on stockholder approval. A corresponding reduction in authorized common shares is planned, keeping the overall capital structure aligned with the new share count.

The company states there will be no change to voting rights, operations, or existing debt, so the move focuses on share count and price mechanics rather than underlying business performance. The Board retains discretion to choose the ratio or abandon the transaction even after approval.

The proposal will be presented at the May 21, 2026 Annual Meeting, with eligibility based on the March 30, 2026 record date. Subsequent proxy materials are expected to provide additional detail on the rationale and mechanics of the reverse split.

0001666700false00016667002026-03-182026-03-1800016667002026-03-162026-03-16

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): March 18, 2026

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 8 - Other Events

Item 8.01    Other Events.

On March 18, 2026, DuPont de Nemours, Inc., a Delaware corporation (the “Company” or “DuPont”), issued a press release announcing that it plans to seek approval for an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of DuPont’s Board of Directors (the “Board of Directors”), a reverse stock split of the Company’s common stock, par value $0.01 per share, at a ratio of not less than 1-for-2 or more than 1-for-4, with the exact ratio to be determined by the Board of Directors at a later date. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

DuPont’s Board of Directors has set March 30, 2026 as the record date for stockholders entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”). The time and other details regarding the Annual Meeting will be communicated to stockholders at a later date via preliminary proxy materials which will be filed with, and will be subject to review by, the U.S. Securities and Exchange Commission (the “SEC”).

Solicitation Material

This communication may be deemed to be solicitation material in connection with the proposal to be submitted to DuPont’s stockholders at its Annual Meeting seeking approval of an amendment to the Certificate of Incorporation to effect a reverse stock split. In connection with the proposal, DuPont plans to file a preliminary proxy statement on Schedule 14A with the SEC. The Company expects to file its definitive proxy material in due course. Stockholders are encouraged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including the definitive proxy statement, because they will contain important information about the proposal. Stockholders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC at the SEC’s website (www.sec.gov) or from the Company by accessing information included on the Investor Relations website (investors.dupont.com).

Section 9 - Financial Statement and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
99.1			Press release issued by DuPont de Nemours, Inc. on March 18, 2026 announcing the reverse stock split proposal.
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

Cautionary Statement Regarding Forward Looking Statements

This communication 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. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and 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, including statements regarding outlook, expectations and guidance, including with respect to the timing, ratio, completion, and benefits of the reverse stock split. Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that 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, 2025, 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.

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:

March 18, 2026

By:

/s/ Erik T. Hoover

Name:

Erik T. Hoover

Title:

Senior Vice President and General Counsel

Exhibit 99.1

NEWS RELEASE

DuPont Announces Plans for Reverse Stock Split

WILMINGTON, Del., March 18, 2026 – DuPont (NYSE:DD) announced today that it plans to seek stockholder approval for an amendment to the Company’s Certificate of Incorporation to effect, at the discretion of the Board of Directors, a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 or more than 1-for-4, with the exact ratio to be determined by the Board of Directors at a later date. If and when the reverse stock split is effected, the Certificate of Incorporation will also be amended to reflect a corresponding reduction in the number of authorized shares of the Company’s common stock by the selected reverse stock split ratio. The reverse stock split will have no impact on the voting and other rights of stockholders, and will have no impact on the Company’s business operations or any of its outstanding indebtedness.

DuPont will seek approval of the reverse stock split at its Annual Meeting of Stockholders on May 21, 2026. DuPont’s Board of Directors has set March 30, 2026, as the record date for stockholders entitled to vote at the Annual Meeting. The time and other details regarding the Annual Meeting will be communicated to stockholders at a later date via proxy materials which will be filed with, and will be subject to review by, the U.S. Securities and Exchange Commission (the “SEC”).

Even if the reverse stock split is approved by the Company’s stockholders, the Board of Directors may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split if the Board of Directors determines that the reverse stock split is no longer in the best interests of the Company or its stockholders.

Solicitation Material

This communication may be deemed to be solicitation material in connection with the proposal to be submitted to DuPont’s stockholders at its Annual Meeting of Stockholders seeking approval of an amendment to the Certificate of Incorporation to effect a reverse stock split. In connection with the proposal, DuPont plans to file a preliminary proxy statement on Schedule 14A with the SEC. The Company expects to file its definitive proxy material in due course. Stockholders are encouraged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including the definitive proxy statement, because they will contain important information about the proposal. Stockholders may obtain a free copy of the proxy statement and other documents that the Company files with the SEC at the SEC’s website (www.sec.gov) or from the Company by accessing information included on the Investor Relations website (investors.dupont.com).

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 industrial. 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.

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 and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the timing, ratio, completion, and benefits of the reverse stock split. 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, 2025, 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.

# # #

3/18/26

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 further information contact: DuPont Investors: Ann Giancristoforo ann.giancristoforo@dupont.com +1 989-294-5890 Media: Dan Turner daniel.a.turner@dupont.com +1 302-299-7628

FAQ

What reverse stock split is DuPont (DD) proposing?

DuPont is seeking stockholder approval to implement a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-4. The exact ratio will be chosen later by the Board of Directors if the proposal is approved.

When will DuPont (DD) stockholders vote on the reverse split?

Stockholders will vote on DuPont’s reverse stock split proposal at the Annual Meeting on May 21, 2026. The Board has set March 30, 2026 as the record date determining which stockholders are entitled to vote on the proposal.

How will DuPont’s authorized shares change if the reverse split is approved?

If the reverse stock split is effected, DuPont will amend its Certificate of Incorporation to reduce the number of authorized common shares by the same ratio as the split. This keeps authorized shares aligned with the reduced number of outstanding shares.

Will DuPont’s reverse stock split affect stockholder rights or operations?

DuPont states that the reverse stock split will have no impact on stockholders’ voting or other rights, the company’s business operations, or any of its outstanding indebtedness. The change is focused on share count and related capital structure details.

Can DuPont’s Board cancel the reverse stock split after approval?

Yes. Even if stockholders approve the reverse stock split, DuPont’s Board of Directors may delay or abandon it at any time before it becomes effective, if the Board decides it is no longer in the company’s or stockholders’ best interests.

Where can DuPont (DD) investors find more details on the reverse split proposal?

DuPont plans to file a preliminary proxy statement on Schedule 14A with the SEC, followed by definitive proxy materials. Investors can access these documents via www.sec.gov or through the Investor Relations section of DuPont’s website, investors.dupont.com.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99 EXHIBIT 99.1 13.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.2 KB