Qnity Electronics (NYSE: Q) confirms 44% Applicable Percentage and $1.1B Minimum EBITDA

Rhea-AI Filing Summary

Qnity Electronics, Inc. filed an update describing a post–spin-off determination related to its arrangements with DuPont de Nemours, Inc. Qnity was separated from DuPont on November 1, 2025, under a Separation and Distribution Agreement and related letter agreement. After the spin-off, Qnity and DuPont were required to calculate Qnity’s “Applicable Percentage” and the related “Minimum EBITDA” for Qnity.

On December 2, 2025, Qnity and DuPont agreed that Qnity’s Applicable Percentage is 44%. Based on this percentage, the Minimum EBITDA in respect of Qnity is set at $1,100,000,000. This filing formally discloses those figures, which had been pending determination in earlier disclosures.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

0002058873FALSE00020588732025-12-022025-12-02

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)

Qnity Electronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-42619			33-3002745
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

974 Centre Road,			Building 735						19805
Wilmington,			Delaware
(Address of principal executive offices)									(Zip Code)

1 (302) 294-4651

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			Q			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. ❑

1

Item 8.01 Other Events.

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

On December 2, 2025, Qnity and DuPont determined and agreed, pursuant to the Separation and Distribution Agreement, dated as of November 1, 2025, by and between Qnity and DuPont (the “Separation Agreement”), that the Applicable Percentage (as defined in the Separation Agreement) of Qnity is 44%. As a result, the Minimum EBITDA in respect of Qnity is $1,100,000,000.

2

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.

QNITY ELECTRONICS, INC.

By:			/s/ Peter W. Hennessey
Name:						Peter W. Hennessey
Title:						General Counsel

Date: December 4, 2025

3

FAQ

What did Qnity Electronics, Inc. (Q) announce in this 8-K filing?

Qnity Electronics, Inc. disclosed that, together with DuPont de Nemours, Inc., it has determined its Applicable Percentage to be 44% and that, as a result, the Minimum EBITDA in respect of Qnity is $1,100,000,000 under existing agreements.

How is the 44% Applicable Percentage for Qnity (Q) used?

The filing states that the 44% Applicable Percentage is defined in the Separation and Distribution Agreement between Qnity and DuPont and is used to determine the Minimum EBITDA figure of $1,100,000,000 that applies to Qnity under a related letter agreement.

What is the Minimum EBITDA amount disclosed for Qnity Electronics, Inc. (Q)?

The Minimum EBITDA in respect of Qnity Electronics, Inc. is disclosed as $1,100,000,000, calculated using the agreed Applicable Percentage of 44% under the contractual framework with DuPont.

Which agreements govern the Applicable Percentage and Minimum EBITDA for Qnity (Q)?

The Applicable Percentage of 44% is determined under the Separation and Distribution Agreement dated November 1, 2025, between Qnity and DuPont, and the resulting Minimum EBITDA of $1,100,000,000 is defined in a Letter Agreement dated June 1, 2019 involving DuPont and Corteva, Inc., as it applies to Qnity.

When did Qnity Electronics, Inc. (Q) and DuPont agree on the 44% Applicable Percentage?

Qnity and DuPont agreed on the 44% Applicable Percentage on December 2, 2025, following the spin-off of Qnity from DuPont that occurred on November 1, 2025.

How does this filing relate to Qnity’s earlier disclosures?

In a prior disclosure filed on November 3, 2025, Qnity indicated it would later provide the numeric Applicable Percentage and resulting Minimum EBITDA after its spin-off; this filing now provides those values of 44% and $1,100,000,000, respectively.