DuPont’s Qnity distribution: 1-for-2 to holders; 209,443,778 shares

Rhea-AI Filing Summary

DuPont de Nemours, Inc. reported a distribution of Qnity Electronics, Inc. shares to its stockholders. The Form 4 notes that on November 1, 2025, DuPont distributed 100% of Qnity’s issued and outstanding common stock to DuPont stockholders, with each receiving one Qnity share for every two DuPont shares held as of the close of business on October 22, 2025.

Before the distribution, Qnity underwent a recapitalization. On October 31, 2025, the issuer’s previously outstanding 100 shares were automatically converted into an aggregate of 209,443,778 shares of Qnity common stock. The filing states the recapitalization was exempt under Rules 16a-9 and 16b-7 and did not change DuPont’s pecuniary interest at that time.

This filing reflects a change in beneficial ownership arising from the separation of Qnity from DuPont and the subsequent pro rata spin-off to DuPont stockholders.

Insights

Equity spin-offs and insider reporting analyst

Form 4 documents DuPont’s pro rata spin-off of Qnity after a share recap.

Mechanics: The issuer’s share count shifted from 100 to 209,443,778 via a recapitalization on October 31, 2025. On November 1, 2025, DuPont distributed 100% of those Qnity shares to DuPont stockholders at a one-for-two ratio based on holdings at the close on October 22, 2025.

Regulatory framing: The recapitalization is described as exempt under Rules 16a-9 and 16b-7 and did not change DuPont’s pecuniary interest at that time. The Form 4 records the change in beneficial ownership tied to the separation and spin-off.

Implications: Post-spin outcomes for holder bases depend on recipient actions and market dynamics; the excerpt does not specify cash proceeds or any ongoing ownership by DuPont. Subsequent filings may provide additional detail on resulting ownership distributions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DuPont de Nemours, Inc.

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Common stock	209,443,778	$0.00	--

Holdings After Transaction: Common stock — 0 shares (Direct)

Footnotes (1)

1. On November 1, 2025, in connection with the separation of the Issuer from DuPont de Nemours, Inc. ("DuPont"), DuPont distributed 100% of the issued and outstanding shares of the Issuer's common stock to the stockholders of DuPont, with each DuPont stockholder receiving one share of the Issuer's common stock for every two shares of DuPont's common stock held by such holder as of the close of business on October 22, 2025. On September 30, 2025, DuPont reported that it owned 100 shares of the Issuer's common stock, which at the time constituted all of the issued and outstanding shares of the Issuer's common stock. Pursuant to an amended and restated certificate of incorporation of the Issuer filed with the Secretary of State of the State of Delaware on October 31, 2025, the 100 shares of the Issuer's common stock were automatically converted into an aggregate of 209,443,778 shares of the Issuer's common stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of DuPont in the Issuer's securities.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/04/2025 - 08:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DuPont de Nemours, Inc.

(Last) (First) (Middle)

974 CENTRE ROAD

BUILDING 730

(Street)

WILMINGTON DE 19805

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Qnity Electronics, Inc. [ Q ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	11/01/2025		J(1)		209,443,778(2)	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 1, 2025, in connection with the separation of the Issuer from DuPont de Nemours, Inc. ("DuPont"), DuPont distributed 100% of the issued and outstanding shares of the Issuer's common stock to the stockholders of DuPont, with each DuPont stockholder receiving one share of the Issuer's common stock for every two shares of DuPont's common stock held by such holder as of the close of business on October 22, 2025.

2. On September 30, 2025, DuPont reported that it owned 100 shares of the Issuer's common stock, which at the time constituted all of the issued and outstanding shares of the Issuer's common stock. Pursuant to an amended and restated certificate of incorporation of the Issuer filed with the Secretary of State of the State of Delaware on October 31, 2025, the 100 shares of the Issuer's common stock were automatically converted into an aggregate of 209,443,778 shares of the Issuer's common stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of DuPont in the Issuer's securities.

	/s/ Erik T. Hoover, Senior Vice President and General Counsel	11/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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