DuPont (NYSE: DD) amends exchange offers and consent solicitations on notes

Rhea-AI Filing Summary

DuPont de Nemours, Inc. reported that it has amended its previously announced exchange offers for its outstanding 4.725% Notes due 2028 in the principal amount of $2,250,000,000, 5.319% Notes due 2038 in the amount of $1,000,000,000 and 5.419% Notes due 2048 in the amount of $2,150,000,000.

The company is offering to exchange these existing notes for new notes issued by DuPont and is concurrently conducting consent solicitations from eligible holders of each series to adopt amendments to the relevant indentures. The amended terms are described in a confidential offering memorandum and a related supplement, with additional details contained in a press release attached as an exhibit.

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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): September 16, 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.

On September 16, 2025, DuPont de Nemours, Inc. (“DuPont”) announced an amendment of its previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all of its outstanding $2,250,000,000 4.725% Notes due 2028, $1,000,000,000 5.319% Notes due 2038 and $2,150,000,000 5.419% Notes due 2048 (collectively, the “Existing Notes”) for new notes to be issued by DuPont. As previously announced, concurrently with the Exchange Offers, DuPont is also soliciting consents from eligible holders of each series of Existing Notes (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to the indenture governing each series of the Existing Notes.

Except as amended by the press release issued by DuPont and attached as Exhibit 99.1 hereto, the complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the confidential Offering Memorandum and Consent Solicitation Statement, dated September 2, 2025, as supplemented by the Supplement No. 1 to such Offering Memorandum and Consent Solicitation Statement, dated as of September 15, 2025.

A copy of the press release issued by DuPont is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Exhibit
99.1		Press Release of DuPont de Nemours, Inc., dated September 16, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURE

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: September 16, 2025				By:		/s/ Erik T. Hoover
				Name:		Erik T. Hoover
				Title:		Senior Vice President and General Counsel

FAQ

What did DuPont (DD) announce regarding its outstanding notes?

DuPont announced an amendment to its existing exchange offers for several outstanding note issues. The offers cover 4.725% Notes due 2028, 5.319% Notes due 2038, and 5.419% Notes due 2048, all to be exchanged for new notes issued by DuPont.

Which specific DuPont (DD) notes are included in the amended exchange offers?

The amended exchange offers apply to DuPont’s outstanding 4.725% Notes due 2028 totaling $2,250,000,000, 5.319% Notes due 2038 totaling $1,000,000,000, and 5.419% Notes due 2048 totaling $2,150,000,000, collectively referred to as the Existing Notes in the disclosure.

What are DuPont (DD) consent solicitations in connection with these notes?

Alongside the exchange offers, DuPont is soliciting consents from eligible holders of each note series. These consent solicitations seek approval for proposed amendments to the indentures governing each series of Existing Notes, aligning contract terms with the planned new notes.

Where are the detailed terms of DuPont’s (DD) amended exchange offers described?

The detailed terms are contained in a confidential Offering Memorandum and Consent Solicitation Statement dated September 2, 2025. They are further updated by Supplement No. 1 dated September 15, 2025, which together govern the amended exchange offers and consent solicitations.

What information does Exhibit 99.1 provide in DuPont’s (DD) 8-K filing?

Exhibit 99.1 is a DuPont press release dated September 16, 2025, describing the amendment to the note exchange offers and related consent solicitations. It provides public communication of the changes, complementing the confidential offering memorandum and supplement referenced in the filing.

How are DuPont (DD) noteholders affected by the amended exchange offers?

Noteholders are offered the opportunity to exchange their Existing Notes for new DuPont notes under amended terms. Eligible holders are also asked to consent to proposed indenture amendments, potentially changing contractual conditions governing each affected note series.