Dupont De Nemours Inc SEC Filings

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.

DuPont de Nemours, Inc. (DD) announced it has completed the separation of its Electronics business into a new independent public company, Qnity Electronics Inc., effective November 1, 2025. The separation was executed via a pro rata dividend in-kind of all then-issued and outstanding shares of Qnity Electronics Inc. common stock to DuPont stockholders of record as of the close of business on October 22, 2025.

To help investors understand the post-separation company, DuPont furnished unaudited pro forma consolidated financial information, giving effect to the separation and related changes to its capital structure, as Exhibit 99.1. This pro forma information reflects how DuPont’s financials would look after the transaction, aiding comparability going forward. The filing was made under Item 9.01(b) of the Exchange Act.

DuPont de Nemours (DD) completed the spin-off of its Electronics business as Qnity Electronics effective 12:03 a.m. on November 1, 2025, via a pro rata dividend in-kind. Holders of DuPont common stock as of October 22, 2025 received 1 share of Qnity for every 2 shares of DuPont. Qnity begins regular-way trading on the NYSE under the symbol “Q” on November 3, 2025.

To support separation, DuPont and Qnity executed a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, reciprocal Transition Services Agreements, an IP Cross‑License, and a Legacy Liabilities Assignment Agreement allocating specified legacy obligations. DuPont will disclose the Applicable DuPont Percentage for Minimum EBITDA under the Corteva framework after the distribution.

Debt actions include a special mandatory redemption of $900,000,000 New 2028 Notes, $225,963,000 New 2038 Notes, and $294,781,000 New 2048 Notes. DuPont launched consent solicitations backed by holders of 83.90% of 2038 Notes ($649,403,000) and 60.25% of 2048 Notes ($1,117,709,000), and a tender offer to purchase up to $739,256,000 of 2048 Notes at $1,000 per $1,000 plus accrued interest. Following these steps, DuPont targets repayment of approximately $4.0 billion of senior notes with about $168 million in refinancing expenses. Board size reduced to ten; leadership changes include the Executive Chairman transition to non-executive.

DuPont (DD) approved the tax-free separation of its Electronics business into Qnity Electronics and declared a pro rata stock dividend to complete the spin-off. Shareholders of record on October 22, 2025 will receive one share of Qnity for every two shares of DuPont they hold, with the distribution expected on November 1, 2025. Fractional Qnity shares will be settled in cash.

After the distribution, DuPont shareholders will own 100% of Qnity, which will trade independently on the NYSE. Qnity is expected to trade “when-issued” as Q WI from October 27–31, 2025, and “regular way” as Q starting November 3, 2025. During October 27–31, DuPont will trade both with distribution rights (DD) and ex-distribution (DD WI). Completion remains subject to stated conditions in the final information statement.

DuPont de Nemours, Inc. filed an 8-K reporting supplemental indentures and related debt documentation. The filing lists a Third Supplemental Indenture dated September 15, 2025 and a Fourth Supplemental Indenture dated October 2, 2025 with U.S. Bank Trust Company, National Association as trustee. It includes the forms of notes for three series: 4.725% Notes due 2028, 5.319% Notes due 2038, and 5.419% Notes due 2048. A Registration Rights Agreement dated October 2, 2025 names Citigroup, J.P. Morgan, MUFG and TD Securities as dealer managers. The cover page interactive XBRL is included, and the filing is signed by Erik T. Hoover, Senior Vice President and General Counsel.

DuPont de Nemours, Inc. filed an initial SEC Form 3 reporting beneficial ownership in Qnity Electronics, Inc. (Q). The filing dated 09/30/2025 shows DuPont de Nemours holds 100 shares of common stock as direct ownership. The form indicates the reporting person is a director of the issuer and the filing was signed by Erik T. Hoover, Senior Vice President and General Counsel.

Steven P. Larrabee, SVP & CIO of DuPont de Nemours (DD), reported a mix of option exercises, open-market purchases and stock sales on 09/15/2025. He exercised 25,633 options at an effective exercise price of $66.06 (options vested) and 13,575 options at $53.50. Following exercises and trades, he purchased shares via market transactions totaling 39,208 and 4,000 shares were sold at weighted prices around $77.18 and $76.98, respectively, producing a weighted average sales price of $77.18235. His direct beneficial ownership after these transactions is reported as 38,585.1905 shares, plus 147.2117 shares held indirectly in a retirement savings plan.

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.

DuPont de Nemours insider activity: Steven P. Larrabee, Senior Vice President & Chief Information Officer, reported option exercise and sales in early September 2025. On 09/04/2025 he exercised 25,000 stock options with an exercise price of $66.06 (code M), resulting in acquisition of 25,000 shares. He sold 25,000 shares on 09/04/2025 at $76.50 and sold an additional 6,000 shares on 09/05/2025 at $78.00. After these transactions he beneficially owned 42,585.1905 shares directly and 147.2117 shares indirectly through the Retirement Savings Plan. The filing notes dividend reinvestment contributed to the reported holdings and that the exercised options were fully exercisable as of 12/31/2021.