DD 10-K & 10-Q changes, risk factors and insider trading

Risks Relating to the Qnity Distribution, M&M Divestitures, N&B TransactionTransaction, the DWDP Distributions and the DowAramids and Corteva DistributionsDivestiture

Prior to the closing of the M&M Divestitures, DuPont engaged in certain internal reorganization activities to separate into and to separately align the legal entities holding the M&M Business and the Delrin® business for disposition. DuPont has recognized a tax liability pursuant to these reorganization activities related to the M&M Divestitures. However, if certain of these internal reorganization activities fail to qualify for their intended tax treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities. Pursuant to the Electronics Tax Matters Agreement, any such additional tax liabilities incurred by DuPont (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage, as defined in the Separation and Distribution Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Separation and Distribution Agreement”). The Applicable Percentage for DuPont is 56 percent and for Qnity is 44 percent.

If the N&B Contribution and N&B Distribution failed to qualify for the treatment described above, DuPont would be required to generally recognize a taxable gain on the transactions and stockholders of DuPont who receive N&B Common Stock (and subsequently, IFF Common Stock) would be subject to tax on their receipt of the N&B Common Stock. Additionally, if the Special Cash Payment or certain internal transactions related to the separation of the Nutrition & Biosciences business fail to qualify for their intended tax-free treatment under U.S. federal, state, local tax and/or foreign tax law, DuPont could incur additional tax liabilities. Pursuant to the Electronics Tax Matters Agreement, such additional tax liabilities described in the preceding two sentences (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.

Under the Tax Matters Agreement by and betweenamong DuPont withDuPont, N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.

DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions.

After the separations and DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part. For example, to the extent that any subsidiary of the Company was included in the consolidated tax reporting group of either TDCC or EIDP for any taxable period or portion of any taxable period ending on or before the effective date of the DWDP Merger, such subsidiary is jointly and severally liable for the U.S. federal income tax liability of the entire consolidated tax reporting group of TDCC or EIDP, as applicable, for such taxable period. In connection with the separations and DWDP Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as amended (the "DWDP Tax Matters Agreement"), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont. If Dow or Corteva are unable to pay any prior period taxes for which it is responsible, however, DuPont could be required to pay the entire amount of such taxes, and such amounts could be significant. Other provisions of federal, state, local, or foreign law may establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

In connection with the separations and DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable. If DuPont is required to make payments pursuant to these indemnities to Dow and/or Corteva, DuPont may need to divert cash to meet those obligations, and the Company’s financial results could be negatively impacted. In addition, certain liabilities are allocated to or retained by Dow and/or Corteva through assumption or indemnification, or subject to indemnification by other third parties. These indemnities may not be sufficient to insure the Company against the full amount of liabilities, including PFAS Stray Liabilities, allocated to or retained by it, and Dow, Corteva and/or third parties may not be able to satisfy their respective indemnification obligations in the future.

Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, effective as of April 1, 2019, among DuPont, Dow and Corteva, and the DWDP Tax Matters Agreement (collectively, the “Core DWDP Agreements”) with Dow and Corteva,, as well as the Letter AgreementAgreement, effective as of June 1, 2019, between DuPont and Corteva,Corteva (the “Letter Agreement”), DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities. Payments pursuant to these indemnities may be significant and could negatively impact the Company’s business.

Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions,DWDP Distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies. Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses in connection with the DWDP Distributions not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core DWDP Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities. Dow and/or Corteva, as applicable, have agreed to indemnify it for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, and Dow and/or Corteva, as applicable, may not be able to fully satisfy their indemnification obligations. Even if DuPont ultimately succeeds in recovering from Dow and/or Corteva, as applicable, any amounts for which DuPont is held liable, DuPont may be temporarily required to bear these losses. Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows.

Generally, as described in Litigation, Environmental Matters and Indemnifications,Indemnifications in Note 16 to the Consolidated Financial Statements, losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business,business (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont. Stray Liabilities include liabilities arising out of actions to the extent related to or resulting from EIDP’s development, testing, manufacture or sale of per- or polyfluoroalkyl substances,substances (“PFAS Stray Liabilities”), that are not otherwise defended and indemnified by Chemours.

At December 31, 2024,2025, the Company has recorded an indemnification liability related to Stray Liabilities. The Company recognizes an indemnification liability when a loss is reasonably probable and can be reasonably estimated. While the Company has established processes and controls over the information to support its accounting for indemnification liabilities with each of Corteva and Dow, the Company is reliant on the accuracy, transparency, completeness and timeliness of information from the applicable party, either Corteva or Dow, that retains direct liability for the underlying matter. Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such activitiesestimates are dependent on several factors, including the complexity of the geology; the nature of and activity at specific sites; the type of remedy; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; the outcome of discussions with regulatory agencies and other potentially responsible parties (“PRPs”) at multi-party sites; and the presencenumber of, and financial viability ofof, other potentiallyPRPs. responsibleConsiderable parties.uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than our accruals.

At December 31, 2024,2025, the Company had recorded indemnification assets related to Stray Liabilities and other matters. Although the Company believes it is remote, thereThere can be no assurance that any such third-partythird party would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment. Even if recovery from the third-partythird party is ultimately successful, DuPont may be temporarily required to bear these losses. Each of these risks could negatively affect the Company’s business, financial condition, results of operations and cash flows. See discussion of the Core DWDP Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.

On January 22, 2021, DuPont, CortevaCorteva, EIDP and Chemours entered into a Memorandum of Understanding (the “MOU”), setting forth a cost sharing arrangement related to future eligible PFAS costs. The Company’s results of operations could be adversely affected by litigation and other commitments and contingencies, including expected performance under and impact of the cost sharing arrangement.

While the cost sharing arrangement under the MOU related to future PFAS eligible costs reduces uncertainty, itsthe ultimate impact on the Company depends on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing arrangement among the parties to the MOU; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations, including under Comprehensive Environmental Response, Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties to the MOU of their respective obligations under the cost sharing arrangement.

If the completedCorteva distribution of CortevaDistribution or Dow,the Dow Distribution, in each case, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then the Company could be subject to significant tax and indemnification liability.

The completed distributionsDWDP of Corteva and DowDistributions were each conditioned upon the receipt of an opinion fromof Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s tax counsel,counsel regarding the qualification of the applicable distribution along with certain related transactions as a tax-free transaction under Section 355 and Section 368(a)(1)(D) of the Code (such opinions, the “DWDP Tax Opinions”). The DWDP Tax Opinions relied on certain facts, assumptions, and undertakings, and certain representations from the Company, Dow and Corteva, as applicable, as well as the IRS Ruling (as defined below). Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine on audit that either, or both, of the distributionsDWDP Distributions and certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distributionsDWDP Distributions should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the DWDP Tax Opinions.

Even if athe distributionCorteva Distribution or the Dow Distribution otherwise constituted a tax-free transaction to stockholders under Section 355 of the Code, the Company could be required to recognize corporate level tax on such distribution and certain related transactions under Section 355(e) of the Code if the IRS determines that, as a result of the DWDP Merger or other transactions considered part of a plan with such distribution, there was a 50 percent or greater change in ownership in the Company, Dow or Corteva, as relevant. In connection with the DWDP Merger, the Company sought and received a private letter ruling from the IRS regarding the proper time, manner and methodology for measuring common ownership in the stock of the Company, EIDP and TDCC for purposes of determining whether there was a 50 percent or greater change of ownership under Section 355(e) of the Code as a result of the DWDP Merger (the “IRS Ruling”). The DWDP Tax Opinions relied on the continued validity of the IRS Ruling and representations made by the Company as to the common ownership of the stock of TDCC and EIDP immediately prior to the DWDP Merger, and concluded that there was not a 50 percent or greater change of ownership for purposes of Section 355(e) as a result of the DWDP Merger. Notwithstanding the DWDP Tax Opinions and the IRS Ruling, the IRS could determine that athe distributionCorteva Distribution, the Dow Distribution or a related transaction should nevertheless be treated as a taxable transaction to the Company if it determines that any of the Company’s facts, assumptions, representations or undertakings was not correct or that athe distributionCorteva Distribution or the Dow Distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the DWDP Tax Opinions that are not covered by the IRS Ruling.

Generally, corporate taxes resulting from the failure of a distribution to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on the Company. Under the DWDP Tax Matters Agreement, Dow and Corteva are generally obligated to indemnify the Company against any such taxes imposed on it. However, if athe distributionCorteva Distribution or the Dow Distribution fails to qualify for non-recognition treatment for U.S. federal income tax purposes for certain reasons relating to the overall structure of the DWDP Merger and the distributions,DWDP Distributions, then under the DWDP Tax Matters Agreement, the Company and Corteva, on the one hand, and Dow, on the other hand, would share the tax liability resulting from such failure in accordance with the relative equity values of the Company and Dow on the first full trading day following the distributionDow of Dow,Distribution, and the Company and Corteva would in turn share any such resulting tax liability in accordance with the relative equity values of the Company and Corteva on the first full trading day following the distributionCorteva of Corteva.Distribution. Furthermore, under the terms of the DWDP Tax Matters Agreement, a party also generally will be responsible for any taxes imposed on the other parties that arise from the failure of either distributionof the DWDP Distributions to qualify as tax-free for U.S. federal income tax purposes within the meaning of Section 355 of the Code or the failure of certain related transactions to qualify for tax-free treatment, to the extent such failure to qualify is attributable to actions, events or transactions relating to such party, or such party'sparty’s affiliates’, stock, assets or business, or any breach of such party'sparty’s representations made in connection with the IRS Ruling or in any representation letter provided to a tax advisor in connection with certain tax opinions, including the DWDP Tax Opinions, regarding the tax-free status of the distributionsDWDP Distributions and certain related transactions. To the extent that the Company is responsible for any liability under the DWDP Tax Matters Agreement, there could be a material adverse impact on the Company'sCompany’s business, financial condition, results of operations and cash flows in future reporting periods. Pursuant to the Electronics Tax Matters Agreement, any tax liabilities allocated to DuPont pursuant to the DWDP Tax Matters Agreement will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.

Supply chain and operational disruptions, including those asthat aaffect resultthe ofCompany's pandemicscustomers and climate change, and volatility in energy and raw material costs,suppliers, could significantly increase costs and expenses, adversely impact the Company’s sales and earnings and impact access to sources of liquidity.

Supply chain and operational disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, includingmanmade hurricanesdisasters, perceived or flooding that impact coastal regions, andactual global health risks or pandemicspandemics, governmental, legislative or regulatory actions, or other business continuity events, could seriouslyadversely harmaffect the Company’sCompany's operations as well as the operations of the Company’sits customers and suppliers. Depending on the length and severity of disruption, DuPont's ability to meet demand and its commitments to customers and suppliers; and access the liquidity markets could be seriously impacted and adversely affect the Company's operating profit or cash flows. In addition, the Company’s suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines. To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers. In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some which include minimum purchase obligations. However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials.

DuPont also takes actions to offset the effects of higher energy and raw material costscosts, which are subject to global supply and demand and other factors beyond the Company's control, through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. As a result, volatility in these costs may negatively impact the Company’s business, results of operations, financial condition and cash flows.

On November 1, 2022, DuPont completed the previously announced divestiture of the majority of the historical Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). On February 18, 2022, the Company announced that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent non-controllingnoncontrolling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments related to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Delrin® Divestiture together with the Mdivestiture of the majority of the historic Mobility &M DivestitureMaterials segment in 2022 (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.

The resultsConsolidated ofFinancial operations for the year ended December 31, 2023Statements present the financial resultsposition of the Delrin® Divestiture through the November 1, 2023 transaction date,DuPont as discontinuedof operations.December In31, the2025 comparativeand period,2024, the results of operations of DuPont for the yearyears ended December 31, 20222025, present2024 the financial results of the M&M Businesses as discontinued operations. For the year ended December 31,and 2023, and the Consolidated Statements of Cash Flows presentgiving effect to the cashM&M flowsDivestiture, ofAramids Divestiture, and Electronics Separation as if each had occurred on January 1, 2023, with the Delrin® Divestiture as discontinued operations. In the comparative period, the cash flows for the year ended December 31, 2022 present thehistorical financial results of the businesses divested as part of the aforementioned divestitures (the "M&M Businesses", “Aramids Business”, and “Electronics Business”) reflected as discontinued operations.operations, as applicable. The comprehensive income ofrelated to the M&M BusinessesBusinesses, haveAramids Business, and Electronics Business has not been segregated and are included in the Consolidated Statements of Comprehensive Income, respectively, for allthe periodsyears presented.ended December 31, 2025, 2024 and 2023, as applicable. Unless otherwise indicated, the information in the notesNotes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of thediscontinued M&M Businesses. See Note 4 to the Consolidated Financial Statements for additional information.operations

Donatelle PlasticsSinochem Acquisition

On JulyOctober 28,10, 2024,2025, DuPont completed the acquisition of DonatelleSinochem Plastics,(Ningbo) LLCRO Memtech Co., Ltd. ("Donatelle PlasticsSinochem"), for a net purchase price of $365$56 million (the "Donatelle Plastics“Sinochem Acquisition"”). which includes immaterial adjustments for acquired cash and net working capital. The net purchase price also includes the estimated fair value for a contingent earn-out liability of $40 million. Donatelle PlasticsSinochem is a medicalreverse deviceosmosis companymanufacturer specializinglocated in the design, developmentChina and manufacturethe ofAsia medicalPacific componentsregion. andSinochem devices. Donatelle Plasticsis part of IndustrialWater SolutionsTechnologies within the ElectronicsHealthcare & IndustrialWater Technologies segment. See Note 3 to the Consolidated Financial Statements for additional information.

On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and medical business sectors throughout the United States and international markets. Spectrum is partprimarily ofreported in the ElectronicsHealthcare Technologies business within the Healthcare & IndustrialWater Technologies segment. The net purchase price was approximately $1,781 million, including a net upward adjustment of approximately $43 million for acquired cash and net working capital, among other items. See Note 3 to the Consolidated Financial Statements for additional information.

Share Buyback ProgramPrograms

The Inflation Reduction Act of 2022 introduced a 1 percent nondeductible excise tax imposed on the net value of certain stock repurchases made after December 31, 2022. The net value is determined by the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year. The Company recorded total excise tax of $8$4 million and $21$8 million, respectively, as aan reductionincrease to retainedaccumulated earningsdeficit for the years ended December 31, 20242025 and 2023,2024, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in ourthe Consolidated Balance Sheets as of December 31, 20242025 and 2023.2024.

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("the “2022 Swaps"”) with an aggregate notional principal amount totaling $1$1.0 billion to hedge changes in the fair value of the Company’s long-termfixed-rate debtnotes due 2038 attributable to interest rate change movements. These swaps convertedeffectively $1convert billioninterest on the hedged portion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 intoNotes to a floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR"). Underthrough theNovember terms of the agreements, the Company agrees to exchange, at specified intervals, fixed for floating interest amounts based on the agreed upon notional principal amount.2032. The 2022 Swaps expire on November 15, 2032 and are carried at fair value. At inception, the 2022 Swaps were designated as a hedge.

Since inception of the 2022 Swaps, fair value hedge accounting has been applied and thus, changes in the fair value of the 2022 Swaps and changes in the fair value of the related hedged portion of long-term debt were presented and net to zero in "Sundry income (expense) – net" in the Consolidated Statements of Operations. On June 5, 2024, DuPont issued a notice of redemption to the bond trustee with respect to a partial redemption of $650 million aggregate principal amount of its 2038 Notes in accordance with their terms. The redemption was effective on June 15, 2024. As a result of the announced redemption, the Company dedesignated the then current hedging relationship. At the time of dedesignation, the total amount recorded as a cumulative fair value basis adjustment on the 2038 Notes was a loss of $81 million of which $32 million was recognized as a component of the loss from partial extinguishment of debt.debt recorded in "Sundry income (expense) – net" in the Consolidated Statements of Operations. The remaining $49 million basis adjustment is amortized to interest"Interest expense" in the Consolidated Statements of Operations over the remaining term of the 2038 Notes. The basis adjustment amortization recorded to "Interest expense" in the Consolidated Statement of Operations for the year ended December 31, 2024 was $1 million. Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.

As of MarchJune 31,30, 2026, the Company had $2.0$2.9 billion of working capital and approximately $0.7$1.7 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

On April 1, 2026, DuPont completed the sale of the Aramids business (the "Aramids Divestiture") to Arclin, a portfolio company of an affiliate of TJC LP, (“"TJC”"), in return for pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $300 million (the "Aramids Note Receivable") and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the New Arclin U.S. Holding Corp ("Arclin") that will holdholds the Arclin global materials business and the Aramids business being divested. The financial results of the Aramids divested business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations, along with comparative periods.

On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “"Electronics Separation”") into an independent public company, Qnity Electronics, Inc. (“"Qnity”"), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “"Qnity Distribution”"). As a result, the results of operations of the Electronics Business for the three months ended March 31, 2025, are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations.operations for all periods.

On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.20$0.60 per share, retrospectively adjusted for the Reverse Stock Split, which iswas payablepaid on May 29, 2026 to shareholders of record on May 15, 2026.

The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company’s Board of DirectorsDirectors.

The Company reported net sales for the three months ended MarchJune 31,30, 2026 of $1.7$1.8 billion, up 4 percent from $1.6$1.7 billion for the three months ended MarchJune 31,30, 2025, due to a 24 percent increase in organic sales and a 2 percent favorable currency impact.sales. Organic sales increased in Healthcare & Water Technologies (up 34 percent) and were flat in Diversified Industrials.Industrials The(up currency3 impact was primarily driven by the weakening of the U.S. dollar compared to the Euro.percent).

Cost of sales was $1.1$1.2 billion for both the three months ended MarchJune 31,30, 20262026, andup Marchslightly 31,from $1.1 billion for the three months ended June 30, 2025. Cost of sales for the three months ended MarchJune 31,30, 2026 primarily reflects the increased sales volume and productivity initiatives.volume.

Cost of sales as a percentage of net sales was 64consistent percentat and 6665 percent for the three months ended MarchJune 31,30, 2026 and 2025, respectively.2025.

R&D expenses totaled $47$42 million in the firstsecond quarter of 2026, down slightly from $50$53 million in the firstsecond quarter of 2025. R&D as a percentage of net sales for the three months ended June 30, 2026 was relatively consistent periodat over2 periodpercent atcompared with 3 percent for the three months ended MarchJune 31, 2026 and30, 2025.

SG&A expenses were $255$269 million in the firstsecond quarter of 2026, slightly up from $234$262 million in the firstsecond quarter of 2025. SG&A as a percentage of net sales was consistent period over period at 15 percent for the three months ended MarchJune 31,30, 2026 and 2025.

Amortization of intangibles was $68 million in the firstsecond quarter of 2026, down from $75$74 million in the firstsecond quarter of 2025,2025. In the first six months of 2026, amortization of intangibles was $136 million, down from $149 million in the same period of the prior year. The decrease for the three and six months ended June 30, 2026 as compared with the same periods of the prior year was primarily due to the absence of amortization in the current period from fully amortized assets.

Restructuring and Asset Related (Benefits) Charges - Net

Restructuring and asset related (benefits) charges – net were $46$3 million in the first quarter of 2026,benefits upand from $39$43 million of charges in the first quarter of 2025. The activity for the three and six months ended MarchJune 31,30, 20262026, isrespectively, primarily reflecting activity related to the 2026 DuPont Restructuring Program. TheComparatively, activityRestructuring and asset related (benefits) charges – net for the threefirst six months ended March 31,of 2025 iswere $39 million, primarily reflecting charges related to the Transformational Separation-Related Restructuring Program.Program during the first quarter of 2025. See Note 5 to the interim Consolidated Financial Statements for additional information.

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees andfees, other contractual transaction payments.payments and certain costs to achieve cost savings targets following the Electronics Separation and the Aramids Divestiture. The Company recorded $50$7 million in costs for the three and six months ended MarchJune 31,30, 2026, primarily related to costs to achieve cost savings targets following the Aramids Divestiture and Electronics Separation. Comparatively, the Company recorded $55 million and $105 million in costs for the three and six months ended June 30, 2025, respectively, which were primarily related to preparations for the Electronics Separation.Separation and Aramids Divestiture.

Equity in Earnings (Loss) of Nonconsolidated Affiliates

The Company's share of lossesearnings from nonconsolidated affiliates decreasedwas toflat $1at $9 million for the three months ended June 30, 2026 and 2025. In the first quartersix months of 2026, comparedthe toCompany's $15share of earnings of nonconsolidated affiliates was $8 million. The Company's share of loss of nonconsolidated affiliates was $6 million in the first quartersix months of 2025. The decreaseincrease in earnings of nonconsolidated affiliates over the six month periods was primarily driven by lowerhigher equity lossesearnings from Derby in the first quartersix months of 2026 compared to 2025. See Note 10 to the interim Consolidated Financial Statements for additional information.

Sundry income (expense) – net includes a variety of income and expense items such as foreign currency exchange gains or losses, interest income, dividends from investments, gains and losses on sales of investments, losses on debt extinguishments and assets, non-operating pension and other post-employment benefit plan credits or costs, interest rate swap mark-to-market adjustments, interest rate swap net interest settlement and certain litigation matters. Sundry income (expense) – net in the first quarter of 2026 was $36 million of income compared with $100 million of income in the first quarter of 2025. The period over period decrease is primarily driven by the Company redesignating the 2022 Swaps in the third quarter of 2025. Additionally, the period over period decrease in Sundry income (expense) – net is driven by a decrease in interest income due to reduced interest rates and reduced cash balances in the current period. See Notes 6 and 17 to the interim Consolidated Financial Statements for additional information.

Interest expense was $40$41 million and $83$84 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $81 million and $167 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest expense during the three months ended March 31, 2026 compared to the same periodfrom the prior year for both periods is primarily due to the changes in capital structure during 2025 as a result of the Electronics Separation.Separation, partially offset by a reduction in capitalized interest and interest expense from the interest rate swap.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to tax attributes. The effective tax rate on continuing operations for the firstsecond quarter of 2026 was 17.128.2 percent, compared with an effective tax rate of 17.569.2 percent for the second quarter of 2025. The decrease in the effective tax rate for 2026, compared with 2025, was primarily due to transaction-related items recognized in 2025. For the first six months of 2026, the effective tax rate on continuing operations was 23.7 percent, compared with 40.6 percent for the first quartersix months of 2025. The lowerdecrease in the effective tax rate for the2026, firstcompared quarterwith of2025, 2026was primarily due to transaction-related items recognized in comparison to the first quarter of 2025 was principally the result of a discrete tax benefit relating to a change in tax classification of a non-U.S. legal entity.2025.

Healthcare & Water Technologies net sales were $806$856 million for the three months ended MarchJune 31,30, 2026, up 65 percent compared to $763$817 million for the three months ended MarchJune 31,30, 2025. Net sales increased due to a 34 percent increase in organic sales growth and 3a 1 percent increase from favorable currency impacts. Organic sales growth in Healthcare & Water Technologies was driven by Healthcare Technologies, partially offset by decrease in organic sales growth for Water Technologies. Within Healthcare Technologies, organic sales gains were driven by broad-based volume growth led by medicalpersonal packagingprotection and biopharma. Organic sales declinesbiopharma in WaterHealthcare Technologies wereand driven by logistics disruptions in the Middle East, partially offset bycontinued strength in industrial water and microelectronicssemiconductor markets.markets within Water Technologies, partially offset by weakness in the Middle East. The favorable currency impact was driven byreflected the weakening of the U.S. dollar compared to the Euro.

Operating EBITDA was $244$258 million for the three months ended MarchJune 31,30, 2026, up 94 percent compared with $223$248 million for the three months ended MarchJune 31,30, 2025, primarily due to the impact of organic growth, favorable mixgrowth and manufacturing productivity.productivity, partially offset by growth investments.

Diversified Industrials net sales were $875$963 million for the three months ended MarchJune 31,30, 2026, up 3 percent from $849$932 million for the three months ended MarchJune 31,30, 2025. Net sales increased due to a 3 percent increaseorganic fromsales favorablegrowth. currencyWithin impacts.Industrial OrganicTechnologies, organic sales growth werewas flatdriven by strength in Diversifiedaerospace Industrialsmarkets ascoupled organicwith growth in Industrialelectric Technologies,vehicle wasapplications. offset by a decrease in organic sales inIn Building Technologies. Industrial TechnologiesTechnologies, organic sales growth was led by strengthgrowth in aerospaceresidential and automotive markets, partially offset by declines in printing and packaging. Building Technologies decline in organic sales was due to ongoing weakness innon-residential construction markets. The favorable currency impact was driven by the weakening of the U.S. dollar compared to the Euro.

Operating EBITDA was $200$213 million for the three months ended MarchJune 31,30, 2026, up 87 percent compared with $185$199 million for the three months ended MarchJune 31,30, 2025, primarily duedriven toby organic growth, favorable mix, and manufacturing productivity and favorable mix.productivity.

Information related to the Company's liquidity and capital resources can be found in the Company's 2025 Annual Report, Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources. The discussion below provides the updates to this information for the threesix months ended MarchJune 31,30, 2026.

The Company's cash and cash equivalents at MarchJune 31,30, 2026 and December 31, 2025 remainedwere consistent$1.7 atbillion and $0.7 billion, respectively, of which approximately $0.5$0.8 billion and $0.6 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively, were held by subsidiaries in foreign countries, including United States territories. For each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. Due to the Electronics Separation, the Company reevaluated its permanent reinvestment assertion and determined that certain foreign earnings would be repatriated to the United States. Refer to subsequent paragraphs for drivers of the change in cash and cash equivalents.

Total debt at MarchJune 31,30, 2026 and December 31, 2025 was $3,172$3,125 million and $3,194 million, respectively. The decrease was primarily due to the reduction in the commercial paper borrowing and the mark-to-market impact of the redesignated interest rate swap.

As of MarchJune 31,30, 2026, the Company is contractually obligated to make future cash payments of $3.2 billion and $2.1$2.0 billion associated with principal and interest, respectively, on debt obligations. Related to the principal, all payments will be due subsequent to 2026. Related to interest, $165 million will be due in the next twelve months, and the remainder will be due subsequent to MarchJune 31,30, 2027. The majority of interest obligations will be due in 2031 or later.

In May 2026, the Company expects to enterentered into a new $2.0 billion 5-year revolving credit facility (the “2026 Five-Year Revolving Credit Facility”). The 2026 Five-Year Revolving Credit Facility will terminate the Company's prior $2 billion five-year revolving credit facility entered(the in"2026 AprilFive-Year 2022.Revolving TheCredit Facility"). Prior to entering the new facility, the Company held another $2 billion five-year revolving credit facility that was terminated when the 2026 Five-Year Revolving Credit Facility isbecame generallyeffective. expectedThere towere remainno undrawndrawdowns andof serveeither facility during the six month period ended June 30, 2026. The new 2026 Five-Year Revolving Credit Facility serves as a backstop to the Company's commercial paper and letter of credit issuance.

In August 2025, DuPont together with Chemours and Corteva agreed to a proposed Judicial Consent Order with the State of New Jersey (the “"NJ Settlement”") to resolve all outstanding claims by the State of New Jersey pending against the companies related to legacy use of a wide variety of substances of concern, including, but not limited to DNAPL (dense non-aqueous phase liquids), chemical solvents, and PFAS. The NJ Settlement is subject to approval from the Federal District Court of New Jersey (Camden), (the “"NJ Court”"). The NJ Settlement is subject to the entry of a Judicial Consent Order ("JCO") by the NJ Court. It is payable over 25 years. DuPont's initial payment will be due within 30 days of the entry of the JCO. See Note 13 to the interim Consolidated Financial Statements for more information.

The Company's credit ratings impact its access to the debt capital markets and cost of capital. The Company remains committed to maintaining a strong financial position with a balanced financial policy focused on maintaining a strong investment-grade rating and driving shareholder value. At AprilJuly 30,31, 2026, DuPont's credit ratings were as follows:

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations. The 2026 Five-Year Revolving Credit Facility and the 20252026 $1B$750 million Revolving Credit Facility each contain a financial covenant, typical for companies with similar credit ratings, requiring that the ratio of Total Indebtedness to Total Capitalization for the Company and its consolidated subsidiaries not exceed 0.60. At MarchJune 31,30, 2026, the Company was in compliance with this financial covenant.

In the first threesix months of 2026, cash provided by operating activities of continuing operations was $232$632 million, compared with $77$151 million in the same period last year. The increase in cash provided by operating activities of continuing operations is primarily due to higher earnings,earnings and improvements in net working capital and the decrease in transaction costs related to the Electronics Separation.capital.

Cash Flows provided by (used for) Investing Activities – Continuing Operations

In the first threesix months of 2026, cash provided by investing activities of continuing operations was $989 million, compared with cash used for investing activities of continuing operations was $102 million, compared with $120$165 million in the first threesix months of 2025. The decreaseincrease in cash usedprovided forby investing activities of continuing operations is primarily attributabledriven toby lowerthe capitalproceeds expendituresfrom inthe 2026Aramids due to timing.Divestiture.

In the first threesix months of 2026, cash used for financing activities of continuing operations was $44$425 million compared with cash used of $189$373 million in the same period last year. The decreaseincrease in cash used for financing activities of continuing operations is primarily attributable to cash used to repay commercial paper borrowings and share buyback activities, partially offset by proceeds from issuance of common stock and lower dividends paid to stockholders in 2026, partially offset by cash used to repay commercial paper borrowings.2026.

In the first threesix months of 2026 cash used in discontinued operations was $88$167 million compared with cash provided by discontinued operations of $130$330 million in the same period last year. The activity for the threesix months ended MarchJune 31,30, 2026 presents the cash flows of the Aramids Business as discontinued operations. The activity for the periodsix months ended MarchJune 31,30, 2025 presents the cash flows of the Aramids Business and the Electronics Business as discontinued operations. Cash used from discontinued operations includes MOU activity, refer to Note 3 to the interim Consolidated Financial Statements for additional information.

On February 19, 2026, the Board of Directors declared a first quarter 2026 dividend of $0.20$0.60 per share, retrospectively adjusted for the Reverse Stock Split, which was paid on March 16, 2026 to shareholders of record on March 2, 2026.

On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.20$0.60 per share, retrospectively adjusted for the Reverse Stock Split, which iswas payablepaid on May 29, 2026, to shareholders of record on May 15, 2026.