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Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-14 · 366 added, 308 removed, 399 unchanged (63% of the section changed)

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The Company continually assesses its liquidity position, including possible sources of incremental liquidity, in light of the current economic environment, capital market conditions and Company performance.

Intended Electronics Separation

On May 22, 2024, DuPont announced a plan to separate each of its Electronics and Water businesses in a tax-free manner to its shareholders, (the “Previously Intended Business Separations”).

On January 15, 2025, DuPont announced it is targeting November 1, 2025, for the completion of the intended separation of the Electronics business (the “Intended Electronics Separation”).

DuPont also announced that it would retain the Water business.

The Intended Electronics Separation will not require a shareholder vote and is subject to satisfaction of customary conditions, including final approval by DuPont's Board of Directors, receipt of tax opinion from counsel, the filing and effectiveness of a Form 10 registration statement with the U.S.

Securities and Exchange Commission, applicable regulatory approvals and satisfactory completion of financing.

Electronics Separation

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 financial results of the divested Electronics Business are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

Aramids Divestiture

On August 29, 2025, DuPont announced a definitive agreement to sell 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 and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the future Arclin holding company that will hold the Arclin global materials business and the Aramids business being divested.

The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals.

As a result, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

2025 Segment Realignments

Effective in the first quarter of 2025, in preparation for the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reported financial results by segment, (the "Q1 2025 Segment Realignment").

As a result, starting in the first quarter of 2025 and until the Electronics Separation, the businesses separated as part of the Electronics Separation were reported separately from the Industrials businesses of DuPont.

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments:

Healthcare & Water Technologies and Diversified Industrials.

The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are reflective of the impact of the Q4 2025 Segment Realignment and reflect the two segment reporting structure for all periods presented.

Mobility & Materials Divestitures

On November 1, 2022, (the "Transaction Date") DuPont completed the previously announced divestiture of the majority of the historic 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”).

The Company had previously entered into a Transaction Agreement (the "Transaction Agreement") with Celanese Corporation ("Celanese") on February 17, 2022 for a purchase price of $11.0 billion in cash.

Cash received on the Transaction Date, as adjusted for preliminary and other adjustments was $11.0 billion.

These adjustments include approximately $0.5 billion of cash transferred with the M&M Divestiture for which DuPont was reimbursed at closing resulting in net proceeds of $10.5 billion.

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-controlling equity interest in Derby Group Holdings LLC, (“Derby”).

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 noncontrolling 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 M&M Divestiture (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 results of operations for the year ended December 31, 2023 present the financial results of the Delrin® Divestiture through the November 1, 2023 transaction date, as discontinued operations.

In the comparative period, the results of operations for the year ended December 31, 2022 present the financial results of the M&M Businesses as discontinued operations.

For the year ended December 31, 2023, the Consolidated Statements of Cash Flows present the cash flows of the Delrin® Divestiture as

discontinued operations.

In the comparative period, the cash flows for the year ended December 31, 2022 present the financial results of the M&M Businesses as discontinued operations.

The comprehensive income of the M&M Businesses have not been segregated and are included in the Consolidated Statements of Comprehensive Income, respectively, for all periods presented.

Unless otherwise indicated, the information in the notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of the M&M Businesses.

The Delrin ® Divestiture together with the divestiture of the majority of the historic Mobility & Materials 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 M&M Divestitures, Aramids Divestiture, and Electronics Separation represent strategic shifts with related major impacts on DuPont's operations and results and are reported as discontinued operations.

The Consolidated Financial Statements present the financial position of DuPont as of December 31, 2025 and 2024, the results of operations of DuPont for the years ended December 31, 2025, 2024 and 2023, and the Consolidated Statements of Cash Flows giving effect to the M&M Divestiture, Aramids Divestiture, and Electronics Separation as if each had occurred on January 1, 2023, with the historical 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, as applicable.

The comprehensive income related to the M&M Businesses, Aramids Business, and Electronics Business has not been segregated and are included in the Consolidated Statements of Comprehensive Income, for the years ended December 31, 2025, 2024 and 2023, as applicable.

Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of discontinued operations

Sinochem Acquisition

On October 10, 2025, DuPont completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd.

("Sinochem") for a net purchase price of $56 million (the “Sinochem Acquisition”).

Sinochem is a reverse osmosis manufacturer located in China and the Asia Pacific region.

Sinochem is part of Water Technologies within the Healthcare & Water Technologies segment.

See Note 3 to the Consolidated Financial Statements for additional information.

The Auto Adhesives & Fluids, Multibase TM and Tedlar® product lines, previously reported within the historic Mobility & Materials segment, (the "Retained Businesses") were not included in the scope of the M&M Divestitures.

The Retained Businesses are included in Corporate & Other.

Donatelle Plastics Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), for a net purchase price of $365 million (the "Donatelle Plastics 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 Plastics is a medical device company specializing in the design, development and manufacture of medical components and devices.

Donatelle Plastics part of Industrial Solutions within the Electronics & Industrial segment.

Donatelle Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle"), for a net purchase price of $365 million (the "Donatelle Acquisition") which includes immaterial adjustments for acquired cash and net working capital.

The net purchase price also included the estimated fair value for a contingent earn-out liability of $40 million.

Donatelle is a medical device company specializing in the design, development and manufacture of medical components and devices.

Donatelle is part of Healthcare Technologies within the Healthcare & Water Technologies segment.

See Note 3 to the Consolidated Financial Statements for additional information.

Spectrum Acquisition

On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”).

On August 1, 2023, the Company completed the 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 part of the Electronics & Industrial segment.

Spectrum is primarily reported in the Healthcare Technologies business within the Healthcare & Water 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.

Terminated Intended Rogers Acquisition

On November 1, 2022, the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers Corporation (“Rogers”) as DuPont and Rogers were unable to obtain timely clearance from all the required regulators ("Terminated Intended Rogers Corporation Acquisition").

Other Divestitures

In May 2022, the Company completed the sale of its Biomaterials business unit, which included the Company's equity method investment in DuPont Tate & Lyle Bio Products, to the Huafon Group.

Total consideration received related to the sale was approximately $240 million.

In May 2022, a pre-tax gain of $26 million ($21 million net of tax) was recorded in "Sundry income (expense) - net" in the Company's Consolidated Statements of Operations.

The results of operations of the Biomaterials business unit are reported in Corporate & Other for 2022.

ANALYSIS OF OPERATIONS

Joint Settlement Agreement

On January 22, 2021, the Company, Corteva, EIDP and Chemours entered into a binding Memorandum of Understanding (the “MOU”), pursuant to which the parties have agreed to share certain costs associated with potential future liabilities related to alleged historical releases of certain PFAS arising out of pre-July 1, 2015 conduct (“eligible PFAS costs”) until the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of qualified spend (as defined in the MOU) is equal to $4 billion or (iii) a termination in accordance with the terms of the MOU.

The parties have agreed that, during the term of this sharing arrangement, Chemours will bear 50 percent of any qualified spend and the Company and Corteva shall together bear 50 percent of any qualified spend.

As of December 31, 2024, the Company has recorded an indemnification liability of $222 million in connection with the cost sharing arrangement related to future eligible PFAS costs.

Total pre-tax charges of $46 million, $487 million and $96 million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, 2024, 2023 and 2022, respectively, in the Company's Consolidated Statements of Operations.

The increase in pre-tax charges for the year ended December 31, 2023, are primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S.

public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”).

DuPont’s contribution of $400 million to the Water District Settlement Fund was made in the third quarter 2023 and is reflected in “Restricted cash and cash equivalents “on the Consolidated Balance Sheets as of December 31, 2023.

The Company’s total contribution, including interest, of $408 million has been removed from "Restricted cash and cash equivalents - current" along with the associated "Accrued and other current liabilities" within the Consolidated Balance Sheets as of December 31, 2024, as the settlement became final in the second quarter 2024.

See Note 16 of the Consolidated Financial Statements for additional information.

During 2024, the Board of Directors authorized and paid quarterly dividends of $0.38 per share to shareholders of record in the first, second, third and fourth quarters, respectively.

Share Buyback Program

The Company completed its share buyback programs that were open in 2022 and 2023.

In the first quarter 2024, the Company’s Board of Directors approved a new share repurchase program authorizing the repurchase and retirement of up to $1 billion of common stock (the "$1B Share Buyback Program”).

Under the $1B Share Buyback Program, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws.

The $1B Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the first half of 2024, the Company entered and completed a $500 million ASR transaction under the $1B Share Buyback Program.

Qnity Distribution

In connection with the Qnity Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations among DuPont and Qnity, and provides a framework for DuPont’s relationship with Qnity following the Distributions.

In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:

• Separation and Distribution Agreement - entered into a Separation and Distribution Agreement (the "Electronics Separation and Distribution Agreement") that sets forth, among other things, the agreements between the Company and Qnity regarding the principal transactions necessary to effect the Qnity Distribution.

It also sets forth other agreements that govern certain aspects of the Company’s and Qnity’s ongoing relationship after the completion of the Qnity Distribution.

• Tax Matters Agreement - entered into a Tax Matters Agreement with Qnity (the “Electronics Tax Matters Agreement”).

The Electronics Tax Matters Agreement governs the Company’s and Qnity’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

• Employee Matters Agreement - entered into an Employee Matters Agreement with Qnity (the “Employee Matters Agreement”).

The Employee Matters Agreement identifies employees and employee-related liabilities (and attributable assets) contractually allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Company and Qnity as part of the Distribution and describes when and how the relevant transfers and assignments occur or will occur.

• Intellectual Property Cross-License Agreement - entered into an Intellectual Property Cross-License Agreement with Qnity, effective as of November 1, 2025 (the “IP Cross-License Agreement”).

The IP Cross-License Agreement sets forth the terms and conditions pursuant to which the Company and Qnity may use, following the Distribution, certain patents, know-how (including trade secrets), copyrights and software contractually allocated to the other party under the Electronics Separation and Distribution Agreement in the conduct of their respective businesses and natural evolutions thereof.

The Company also licenses to Qnity certain engineering, safety, health and environmental standards that are contractually allocated to the Company under the Electronics Separation and Distribution Agreement and used by Qnity’s businesses as of the Distribution.

• Transition Services Agreement - entered into Transition Services Agreements with Qnity (the “Transition Services Agreements”).

Pursuant to the Transition Services Agreements, the Company is providing certain transitional services to Qnity and Qnity is providing certain transitional services to the Company.

The companies will reimburse each other for services provided.

• Legacy Liabilities Assignment Agreement - The Company entered into an assignment agreement with Qnity, effective as of November 1, 2025 (the “Legacy Liabilities Assignment Agreement”).

Pursuant to the Legacy Liabilities Assignment Agreement, the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of any Legacy Liabilities (as defined in that certain Letter Agreement, dated as of June 1, 2019, by and between the Company (f/k/a DowDuPont Inc.) and Corteva, Inc.

(the “Letter Agreement”) and any funding obligations of the Company under that certain Memorandum of Understanding, dated as of January 22, 2021, by and among the Company, Corteva, Inc., E.

du Pont de Nemours and Company and The Chemours Company (the "MOU"), including with respect to the funding of the escrow account thereunder, will be contractually allocated to Qnity (and for which Qnity will indemnify the Company).

For more information on the Letter Agreement and the MOU, see the discussion in Note 16 to the Consolidated Financial Statements.

On December 2, 2025, DuPont and Qnity determined and agreed, pursuant to the Electronics Separation and Distribution Agreement, dated as of November 1, 2025, that the Applicable Percentage (as defined in the Electronics Separation and Distribution Agreement) of DuPont is 56 percent and of Qnity is 44 percent.

Post Electronics Separation Capital Structure

In connection with the Electronics Separation, Qnity paid a cash distribution to DuPont of approximately $4.1 billion.

See Note 15 to the Consolidated Financial Statements for more information.

DuPont undertook a series of transactions to achieve its intended post-Electronics Separation capital structure by, among other actions, repaying approximately $4.0 billion aggregate principal amount of its senior notes.

For more information, see the discussion below of Liquidity & Capital Resources within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company’s Board of Directors authorized and the Company paid cash dividends on its outstanding common stock in each calendar quarter of 2025 and 2024.

See Part II, Item 5 for information on cash distributions.

Share Buyback Programs

In the third quarter of 2023, DuPont entered into a $2 billion ASR which completed in the first quarter of 2024, repurchasing 27.9 million shares at an average price of $71.67 per share.

This $2 billion ASR transaction completed DuPont's $5 billion share repurchase program announced in 2022.

In the first quarter 2024, the Company’s Board of Directors approved a $1 billion share repurchase program The Company completed a $500 million ASR transaction in the second quarter of 2024 under the program, repurchasing 6.9 million shares at an average price of $71.96 per share.

The $500 million authority remaining under the program expired on June 30, 2025.

In the fourth quarter of 2025, the Company’s Board of Directors approved a new share repurchase authorization of up to $2 billion of common stock (the “$2B Authorization”).

Under the $2B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, including accelerated share repurchase (“ASR”) transactions.

The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors.

In the fourth quarter of 2025, DuPont entered into an ASR agreement with one counterparty for repurchase of about $500 million of common stock ("Q4 2025 ASR Transaction").

DuPont paid an aggregate of $500 million to the counterparty, whereby the counterparty is required to deliver a variable number of shares to the Company.

DuPont received initial deliveries of 10.2 million shares of DuPont common stock at a price per share of $39.15, which were retired immediately and recorded as an increase to accumulated deficit of $400 million.

In January 2026, the Q4 2025 ASR Transaction was completed.

The settlement resulted in the delivery of approximately 2 million shares of DuPont common stock, which were retired immediately and will be recorded as an increase to accumulated deficit in the first quarter of 2026.

In total, the Company repurchased 12.2 million shares at an average price of $40.89 per share under the Q4 2025 ASR Transaction.

In connection with the Previously Intended Separations and continuing in light of the Intended Electronics Separation, DuPont announced its intent not to complete the remaining $500 million in share buyback authority under the $1B Share Buyback program.

See the discussion under Liquidity and Capital Resources starting on page 44 for more information.

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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 million and $21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in our Consolidated Balance Sheets as of December 31, 2024 and 2023.

The Company recorded total excise tax of $4 million and $8 million, respectively, as an increase to accumulated deficit for the years ended December 31, 2025 and 2024, reflected within stockholders' equity and a corresponding liability within "Accounts Payable" in the Consolidated Balance Sheets as of December 31, 2025 and 2024.

Interest Rate Swap Agreements

In the second quarter of 2022, the Company entered into fixed-to-floating interest rate swap agreements ("2022 Swaps") with an aggregate notional principal amount totaling $1 billion to hedge changes in the fair value of the Company’s long-term debt due to interest rate change movements.

These swaps converted $1 billion of the Company’s $1.65 billion principal amount of fixed rate notes due 2038 into floating rate debt for the portion of their terms through 2032 with an interest rate based on the Secured Overnight Financing Rate ("SOFR").

Under the 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.

I n 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 $1.0 billion to hedge changes in the fair value of the Company’s fixed-rate notes due 2038 attributable to interest rate change movements.

These swaps effectively convert interest on the hedged portion of the 2038 Notes to a floating rate based on the Secured Overnight Financing Rate ("SOFR") through November 2032.

The 2022 Swaps expire on November 15, 2032 and are carried at fair value.

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.

At inception, the 2022 Swaps were designated as a hedge.

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.

The remaining basis adjustment is amortized to interest expense over the remaining term of the 2038 Notes.

The basis adjustment amortization for the year December 31, 2024 was $1 million.

Refer to Note 15 for additional details on the partial redemption of the 2038 Notes.

In June 2024, the Company entered into two forward-starting fixed-to-floating interest rate swap agreements (“2024 Swaps”) to hedge the changes in the fair value of the Company’s long-term debt due to interest rate change movements.

One swap converted $2.15 billion principal amount of the fixed rate notes due 2048 into floating rate debt for the portion of their terms from 2025 through 2048 with an interest rate based on SOFR.

The other swap converted $1 billion principal amount of the 2038 Notes into floating rate debt for the portion of their terms from 2032 through 2038 with an interest rate based on SOFR.

The 2024 Swaps have a mandatory early termination date of December 15, 2025 and are carried at fair value.

Fair value hedge accounting has not been applied.

The 2022 Swaps and 2024 Swaps are considered economic hedges of the Company’s fixed rate debt.

As such, changes in the fair value and gain or loss from net interest settlement of the 2022 Swaps after the date of dedesignation and changes in the fair value of the 2024 Swaps since inception have been recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

The amount charged related to interest rate swaps not designated as hedges was a loss of $138 million and zero for the years December 31, 2024 and 2023, respectively.

As a result of the announced redemption, the Company dedesignated the current hedging relationship.

The remaining $49 million basis adjustment is amortized to "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.

Similarly, in November 2025 DuPont redeemed an additional $226 million aggregate principal of its 2038 Notes in accordance with their terms and the special mandatory redemption feature of the Debt Exchange.

Refer to Note 15 to the Consolidated Financial Statement for additional information on the Debt Exchange.

At the time of the redemption, the total amount recorded as a cumulative fair value basis adjustment on the 2038 notes was a loss of $46 million, of which $11 million was recognized as a component of the loss from partial extinguishment of debt recorded in “Sundry income (expense) – net” in the Consolidated

Statements of Operations.

As a result of the accelerated redemption, the fair value basis adjustment equaled approximately $35 million and the basis adjustment amortization recorded to "Interest expense" in the Consolidated Statement of Operations for the year ended December 31, 2025, was $2 million.

Following its actions in the fourth quarter 2025 to achieve its post-Electronics Separation capital structure $774 million aggregate principal amount of the Company's 2038 Notes remained outstanding.

To align the swap notional amount with the remaining debt, on November 3, 2025, the Company settled 23 percent of the notional of the 2022 Swaps related to the 2038 Notes for $10 million, representing the allocated fair value at settlement inclusive of accrued interest.

In November 2025, the Company redesignated 77 percent of the original 2022 Swaps as a partial-term fair value hedge of the remaining $774 million of the 2038 Notes through November 2032.

No changes were made to the swap terms in connection with the redesignation.

Upon redesignation, changes in the fair value of the hedging instruments and the hedged portion of the debt attributable to changes in the benchmark interest rate are recorded in "Interest expense" in the Consolidated Statements of Operations.

As of December 31, 2025, the only interest rate swaps outstanding are the redesignated 77 percent portion of the 2022 Swaps.

The hedging instrument is presented at fair value within “Other noncurrent obligations,” with accrued interest presented in “Accrued and other current liabilities” in the Consolidated Statements of Operations.

In addition to the 2022 Swaps, the Company entered into two forward‑starting fixed‑to‑floating interest rate swap agreements in June 2024 (the “2024 Swaps”) that were not designated as hedging instruments.

The Company settled 30 percent of the 2024 Swap notional related to the 2048 Notes in September 2025 for approximately $20 million, representing the allocated fair value at the time of settlement.

In November 2025, the Company settled the remaining 70 percent of the 2024 Swap notional related to the 2048 Notes and 100 percent of the 2024 Swap notional related to the 2038 Notes for a total of $92 million, also representing their respective fair values at the time of settlement.

Gains and losses related to interest rate swaps not designated as hedges, including the non‑designated periods of the 2022 Swaps and the 2024 Swaps, were recorded in “Sundry income (expense) – net” in the Consolidated Statements of Operations.

The Company recognized a gain of $31 million for the year ended December 31, 2025 and a loss of $138 million for the year ended December 31, 2024.

Cash flows associated with the settlement of non‑designated swaps are reflected within “Cash provided by operating activities – continuing operations” in the Consolidated Statements of Cash Flows.

See Note 21 of the Consolidated Financial Statements for additional information.

Restructuring Programs

Transformational Separation-Related Restructuring Program

In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the planned separation of the future Electronics company and the future New DuPont company, (the "Transformational Separation-Related Restructuring Program").

The Company recorded pre-tax restructuring charges of $69 million inception-to-date, consisting of severance and related benefit costs of $52 million, $12 million of asset related charges and $5 million of accelerated restricted stock compensation expense.

Total liabilities related to the Transformational Separation-Related Restructuring Program were $34 million at December 31, 2025 recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The Company expects the program to be completed in 2026.

2023-2024 Restructuring Program

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In October 2022, the Company approved targeted restructuring actions to capture near-term cost reductions and to further simplify certain organizational structures following the M&M Divestitures (the "2022 Restructuring Program").

DuPont recorded pre-tax charges related to the 2022 Restructuring Program in the amount of $94 million inception-to-date, recognized in "Restructuring and asset related charges - net" in the Company's Consolidated Statements of Operations, comprised of $80 million of severance and related benefit costs and asset related charges of $14 million.

At December 31, 2024, total liabilities related to the 2022 Restructuring Program were $1 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

The 2022 Restructuring Program is considered substantially complete.

The Company recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $69 million inception-to-date, comprised of $55 million of severance and related benefit costs and asset related charges of $14 million.

The Company recorded pre-tax restructuring $2 million for the year ended December 31, 2024 and charges of $10 million for the year ended December 31, 2023.

Cost Sharing MOU

As of December 31, 2025, the Company has recorded an indemnification liability of $185 million in connection with the cost sharing arrangement related to future eligible PFAS costs.

This excludes amounts related to the State of New Jersey matters discussed in Note 16 to the Consolidated Financial Statements.

Pursuant to the Legacy Liabilities Assignment Agreement, 44% of any funding obligations of the Company under the MOU will be contractually allocated to Qnity (and for which Qnity will indemnify the Company).

Total pre-tax charges of $235 million, $46 million and $487 million related to the MOU are reflected as a loss from discontinued operations for the year ended December 31, 2025, 2024 and 2023, respectively, in the Company's Consolidated Statements of Operations.

The increase in pre-tax charges for the year ended December 31, 2025 compared to 2024 is primarily driven by the proposed Judicial Consent Order with the State of New Jersey (the "NJ Settlement"), agreed by Chemours, Corteva and DuPont in August 2025.

The NJ Settlement is pending final judicial order.

DuPont recorded a pre-tax charge of $186 million in 2025.

The decrease in pre-tax charges for the year ended December 31, 2024 compared to 2023 is primarily driven by the definitive agreement reached in June 2023 by Chemours, Corteva, EIDP and DuPont to comprehensively resolve all PFAS-related claims of a defined class of U.S.

public water systems, (the “Water District Settlement Agreement”) for $1.185 billion in cash to be paid to a Qualified Settlement Fund, (the “Water District Settlement Fund”).

The settlement became final in the second quarter 2024 and the Company’s total contribution, including interest, of $408 million was paid in 2024.

See Note 16 to the Consolidated Financial Statements for additional information.

RESULTS OF OPERATIONS

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Portfolio & Other Total

Electronics & Industrial (2) % (1) % 8 % 6 % 11 % — % (1) % (11) % 2 % (10) %

Water & Protection (1) (1) (2) — (4) 3 (1) (7) — (5)

Corporate & Other 1

(1) (1) (3) (1) (6) 1 — 2 (7) (4)

Healthcare & Water Technologies — % 1 % 7 % 1 % 9 % — % — % (6) % 8 % 2 %

Diversified Industrials (1) — (1) (1) (3) — (1) 1 1 1

Total (1) % — % 3 % — % 2 % — % — % (2) % 4 % 2 %

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Total (1) % — % 3 % — % 2 % — % — % (2) % 4 % 2 %

Corporate & Other includes activities of the Retained Businesses and certain divested businesses including Biomaterials, Clean Technologies and Solamet®.

Europe, Middle East and Africa.

2025 versus 2024

The Company reported net sales for the year ended December 31, 2024 of $12.4 billion, up 3 percent from $12.1 billion for the year ended December 31, 2023, due to a 2 percent increase in volume and a 3 percent increase in portfolio partially offset by 1 percent decreases due to local price and product mix as well as currency.

The volume increase was driven by Electronics & Industrial (up 8 percent) partially offset by Water & Protection (down 2 percent) and Corporate & Other (down 3 percent).

Portfolio and other changes increased by 3 percent compared to the same period last year, driven by Electronics & Industrial (up 6 percent), partially offset by Corporate & Other (down 1 percent).

Local price and product mix decreased within Electronics & Industrial (down 2 percent), Water & Protection (down 1 percent) and Corporate & Other (down 1 percent).

The 1 percent decrease in currency was driven by Asia Pacific (down 2 percent).

The Company reported net sales for the year ended December 31, 2025 of $6.8 billion, up 2 percent from $6.7 billion for the year ended December 31, 2024, due to a 3 percent increase in volume partially offset by a 1 percent decrease due to local price and product mix.

The volume increase was driven by Healthcare & Water Technologies (up 7 percent) partially offset by Diversified Industrials (down 1 percent).

Local price and product mix was flat within Healthcare & Water Technologies and down 1 percent in Diversified Industrials.

2024 versus 2023

The Company reported net sales for the year ended December 31, 2023 of $12.1 billion, down 7 percent from $13.0 billion for the year ended December 31, 2022, due to an 8 percent decrease in volume and a 1 percent unfavorable currency impact partially offset by a 2 percent increase due to local price and product mix.

Volume decrease was driven by Electronics & Industrial (down 11 percent) and Water and Protection (down 7 percent) partially offset by Corporate & Other (up 2 percent).

Local price and product mix increased within Water & Protection (up 3 percent) and Corporate & Other (up 1 percent) and remained flat in Electronics & Industrial.

Currency was down 1 percent compared with the same period last year, primarily driven by Asia Pacific (down 2 percent) partially offset by EMEA (up 1 percent).

The Company reported net sales for the year ended December 31, 2024 of $6.7 billion, up 2 percent from $6.6 billion for the year ended December 31, 2023, due to a 4 percent increase in portfolio partially offset by a 2 percent decrease in volume.

The volume decrease was driven by Healthcare & Water Technologies (down 6 percent) partially offset by Diversified Industrials (up 1 percent).

Portfolio increased within Healthcare & Water Technologies (up 8 percent) and in Diversified Industrials (up 1 percent).

Cost of Sales

Cost of sales was $7.9 billion for the year ended December 31, 2024, up from $7.8 billion for the year ended December 31, 2023.

Cost of sales increased for the year ended December 31, 2024 primarily due to increased sales volume mostly offset by lower raw material, logistics and energy costs.

Cost of sales was $4.5 billion for both the year ended December 31, 2025 and December 31, 2024.

Cost of sales for the year ended December 31, 2025 primarily reflects increased sales volume mostly offset by productivity initiatives.

Cost of sales as a percentage of net sales for the year ended December 31, 2025 was 65 percent compared with 67 percent for the year ended December 31, 2024.

For the year ended December 31, 2023, cost of sales was $7.8 billion, down from $8.4 billion for the year ended December 31, 2022.

Cost of sales decreased for the year ended December 31, 2023 primarily due to decreased sales volume and lower raw material, logistics and energy costs.

Cost of sales as a percentage of net sales for the years ended December 31, 2023 and December 31, 2022 was 65 percent.

For the year ended December 31, 2024, cost of sales was $4.5 billion, up from $4.4 billion for the year ended December 31, 2023.

Cost of sales increased for the year ended December 31, 2024 primarily due to increased sales volume and lower raw material, logistics and energy costs.

Cost of sales as a percentage of net sales for the years ended December 31, 2024 and December 31, 2023 was flat at 67 percent.

Research and Development Expense ("R&D")

R&D expense was $531 million for the year ended December 31, 2024, up from $508 million for the year ended December 31, 2023 and $536 million for the year ended December 31, 2022.

R&D as a percentage of net sales was 4 percent for the years ended December 31, 2024, 2023 and 2022.

The increase in 2024 compared to 2023 was primarily due to higher variable compensation.

The decrease in R&D expense in 2023 compared to 2022 was primarily due to lower personnel related expenses partially offset by the Spectrum Acquisition.

R&D expense was $193 million for the year ended December 31, 2025, down from $203 million for the year ended December 31, 2024 and up from $192 million for the year ended December 31, 2023.

R&D as a percentage of net sales was consistent at 3 percent for the years ended December 31, 2025, 2024 and 2023.

Selling, General and Administrative Expenses ("SG&A")

For the year ended December 31, 2025, SG&A expenses totaled $1,019 million, up from $976 million in the year ended December 31, 2024 and $891 million for the year ended December 31, 2023.

SG&A as a percentage of net sales was 13 percent, 12 percent, and 11 percent for the years ended December 31, 2024, 2023 and 2022, respectively.

The increase in SG&A cost in 2024 compared to 2023 was primarily due to higher variable compensation and incremental cost from the Spectrum and Donatelle acquisitions.

The decrease in SG&A costs in 2023 compared with 2022 was primarily due to lower Stranded Costs related to the M&M Divestiture, lower personnel related expenses and lower bad debt expense partially offset by the Spectrum Acquisition.

SG&A as a percentage of net sales was 15 percent for the years ended December 31, 2025 and 2024 and 13 percent for the year ended December 31, 2023.

The increase in SG&A cost in 2025 compared to 2024 was primarily due to higher personnel related expenses and growth investments.

The increase in SG&A costs in 2024 compared with 2023 was primarily due to higher variable compensation and incremental cost from the Spectrum Acquisition and Donatelle Acquisition.

Amortization of Intangibles

Amortization of intangibles was $291 million, $294 million and $267 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The slight decrease in amortization of intangibles in 2024 compared to 2023 was primarily due to absence of amortization in 2024 from fully amortized assets.

The increase in amortization of intangibles in 2023 compared to 2022 was primarily due to the amortization of the intangible assets acquired in the Spectrum Acquisition in the third quarter of 2023 partially offset by the absence of amortization in 2023 from fully amortized assets.

The slight decrease in amortization of intangibles in 2025 compared to 2024 was primarily due to the absence of amortization in 2025 from fully amortized assets partially offset by the amortization of the intangible assets acquired in the Donatelle Acquisition in the third quarter of 2024.

The increase in amortization of intangibles in 2024 compared to 2023 was primarily due to the amortization of the intangible assets acquired in the Spectrum Acquisition in the third quarter of 2023.

See Note 14 to the Consolidated Financial Statements for additional information on intangible assets.

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Restructuring and asset related charges - net were $151 million, $57 million and $99 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For the years ended December 31, 2025 and 2024, DuPont recorded a pre-tax charge related to the Transformational Separation-Related Restructuring Program in the amount of $69 million .

For the years ended December 31, 2024 and 2023, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $59 million and $89 million, respectively .

The activity for the year ended December 31, 2022 included a pre-tax charge related to the 2022 Restructuring Program in the amount of $61 million of severance and related benefit costs and a $94 million ($65 million net of tax) impairment related to an equity method investment within the Electronics & Industrial segment.

For the year ended December 31, 2024, DuPont recorded a pre-tax benefit related to the 2022 Restructuring Program in the amount of $2 million and for the year ended December 31, 2023, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program of $10 million .

During the fourth quarter of 2025, due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on certain fixed assets and equity method investments.

After the Electronics Separation, the Company evaluated a previously capitalized consolidation system due to uncertainties around implementation timing, as well as potential developments and changes to technologies in the marketplace and concluded the use of the consolidation system could no longer be considered probable.

As a result, due to the specificity of the design related to the system, the Company determined that the uncompleted system had a fair value of zero and recorded a pre-tax charge of $73 million in "Restructuring and asset related charges - net" in the Consolidated Statement of Operations for the year ended December 31, 2025.

As a result of the aforementioned analysis, the Company recorded an additional pre-tax, non-cash impairment charges of $10 million to write-down the value of a certain equity method investment.

The charge was recognized in “Restructuring and asset related charges-net” in Consolidated Statements of Operations for the year ended December 31, 2025.

See Note 6 to the Consolidated Financial Statements for additional information.

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Goodwill Impairment Charges

For the years ended December 31, 2024 and 2022, there were no goodwill impairment charges.

For the year ended December 31, 2023, there was a goodwill impairment charge of $804 million related to the Water & Protection segment.

For the years ended December 31, 2025 and 2024, there were no goodwill impairment charges related to continuing operations.

For the year ended December 31, 2023, there was a goodwill impairment charge of $668 million related to the Diversified Industrials segment.

See Note 14 to the Consolidated Financial Statements for additional information.

For the year ended December 31, 2025, there was a goodwill impairment charge of $768 million related to the Aramids Business which is presented in discontinued operations.

For the year ended December 31, 2023, there was an impairment charge of $136 million related to the Aramids Business which is presented in discontinued operations.

Acquisition, Integration and Separation Costs

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Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees and other contractual transaction payments.

For the year ended December 31, 2024, these costs were primarily related to the Previously Intended Business Separations, including the Intended Electronics Separation.

For the year ended December 31, 2025, these costs were primarily related to the Electronics Separation and preparations for the Aramids Divestiture.

For the year ended December 31, 2024, these costs were primarily related to the Electronics Separation.

For the year ended December 31, 2023, these costs were primarily related to Spectrum Acquisition.

For the year ended December 31, 2022, these costs were primarily related to the Terminated Intended Rogers Corporation Acquisition, specifically the $162.5 million termination fee paid, the Biomaterials business unit divestiture and the Laird PM acquisition in 2021.

Equity in Earnings of Nonconsolidated Affiliates

The Company's share of the earnings of nonconsolidated affiliates was $60 million, $51 million and $75 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The increase in earnings of nonconsolidated affiliates for the year ended December 31, 2024 and 2023 compared to the prior years is primarily due to higher earnings in the underlying nonconsolidated affiliates.

Equity in (Loss) Earnings of Nonconsolidated Affiliates

The Company's share of the loss of nonconsolidated affiliates was $7 million and $6 million and for the years ended December 31, 2025 and 2024, respectively.

The Company's share of the earnings of nonconsolidated affiliates was $1 million for the year ended December 31, 2023.

The decrease in earnings of nonconsolidated affiliates for the year ended December 31, 2025 and 2024 compared to 2023 is primarily due to adding Derby Group Holdings LLC as a nonconsolidated affiliate in November 2023.

Sundry Income (Expense) - Net

Sundry income (expense) - net includes a variety of income and expenses 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 for the year ended December 31, 2024 was $76 million of expense compared with $102 million and $191 million of income in the years ended December 31, 2023 and 2022, respectively.

"Sundry income (expense) – net" for the year ended December 31, 2025 was $14 million of income compared with $111 million of expense and $80 million of income in the years ended December 31, 2024 and 2023, respectively.

The year ended December 31, 2025 included a $31 million net gain related to interest rate swap activity including mark-to-market adjustments and $98 million of interest income, partially offset by $114 million loss on debt extinguishment.

The increase in interest income period over period is due to activity surrounding the Electronics Separation, including proceeds from the Notes that were invested prior to the separation date and distributions that were invested after the separation date.

The year ended December 31, 2024 included a $138 million net loss related to interest rate swap activity including mark-to-market adjustments and a $74 million loss on debt extinguishment, partially offset by $74 million of interest income.

The decrease in interest income period over period is due to the decreased cash balance in 2024.

The year ended December 31, 2023 included interest income of $155 million and a $19 million net gain on divestiture and sales of other assets, primarily related to a land sale within the Water & Protection segment, partially offset by foreign currency exchange losses of $73 million.

The year ended December 31, 2022 included interest income of $50 million primarily due to higher cash on hand and marketable securities in the fourth quarter, income of $37 million related to the second quarter sale of a land use right within the Water & Protection segment, a $26 million gain on sale of the Biomaterials business unit recorded in the second quarter, income related to non-operating pension and other post-employment benefit plans of $28 million and foreign currency exchange gains of $15 million.

The year ended December 31, 2023 included interest income of $155 million and a $11 million net gain on divestiture and sales of other assets, primarily related to a land sale within Healthcare & Water Technologies segment, partially offset by foreign currency exchange losses of $77 million.

See Note 7 to the Consolidated Financial Statements for additional information.

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Interest expense was $313 million, $366 million, and $396 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The decrease in interest expense in 2025 compared to 2024 is primarily due to the changes in capital structure during 2025, partially offset by commercial paper borrowings.

For more information see the discussion below of Liquidity & Capital Resources within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The decrease in interest expense in 2024 compared to 2023 is primarily due to the absence of interest expense on the $300 million floating-rate long-term senior unsecured notes that matured in November 2023 and the partial redemption of $650 million aggregate principal amount of the 2038 notes during the second quarter 2024, partially offset by a reduction in capitalized interest.

The decrease in interest expense from the 2023 compared to 2022, is primarily due to the redemption of $2.5 billion fixed-rate long-term senior unsecured notes due in November 2023, the decrease in commercial paper borrowing and the absence of the structuring and the commitment fees on term loans related to the Terminated Intended Rogers Corporation Acquisition, partially offset by the increase in interest expense from the interest rate swap.

Refer to Note 15 to the Consolidated Financial Statements for additional information.

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For the year ended December 31, 2025, the Company's effective tax rate was 51.0 percent on pre-tax income from continuing operations of $200 million.

The effective tax rate for the year ended December 31, 2025, was principally driven by U.S.

taxation of foreign operations, the geographic mix of earnings and the tax impacts of separation costs.

For the year ended December 31, 2024, the Company's effective tax rate was 182.1 percent on pre-tax income from continuing operations of $117 million.

The effective tax rate for the year ended December 31, 2024, was principally driven by the geographic mix of earnings offset by the U.S.

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In addition, there was a $103 million tax expense recorded in connection with an internal restructuring.

For the year ended December 31, 2023, the Company's effective tax rate was (5.8) percent on pre-tax income from continuing operations of $504 million.

The effective tax rate differential was principally the result of the non-tax-deductible goodwill impairment charge of $804 million in the fourth quarter of 2023 partially offset by a $324 million tax benefit recorded in connection with an internal restructuring.

For the year ended December 31, 2022, the Company's effective tax rate was 26.7 percent on pre-tax income from continuing operations of $1,448 million.

The effective tax rate differential was driven by the U.S tax effect of foreign earnings and dividends, geographic mix of earnings and the tax impacts of acquisition, integration, and separation costs.

For the year ended December 31, 2023, the Company's effective tax rate was 77.7 percent on pre-tax loss from continuing operations of $279 million.

The effective tax rate differential was principally the result of $324 million tax benefit recorded in connection with an internal restructuring, partially offset by the non-tax-deductible goodwill impairment charge of $140 million in the fourth quarter of 2023.

The underlying factors affecting the Company’s overall tax rate are summarized in Note 8 to the Consolidated Financial Statements.

SEGMENT RESULTS

The revenues and certain expenses of the M&M Businesses are classified as discontinued operations in the historical periods.

Certain expenses, including separation costs, of the M&M Businesses are classified as discontinued operations in the current period.

In addition, the Auto Adhesives & Fluids, Multibase TM and Tedlar® product lines within the historical Mobility & Materials segment (the "Retained Businesses") are not included in the scope of the M&M Divestitures and are included in Corporate & Other.

The costs of the M&M Businesses that are classified as discontinued operations include only direct operating expenses incurred prior to the November 1, 2022 M&M Divestiture and prior to the November 1, 2023 Delrin® Divestiture.

Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, do not meet the criteria for discontinued operations and remain reported within continuing operations.

A portion of these indirect costs related to activities the Company continues to undertake post-closing of the M&M Divestitures, and for which it is reimbursed (“Future Reimbursable Indirect Costs”).

In addition, a portion of these indirect costs relate to activities the Company performs post the close of the Delrin® Divestiture and for which it is reimbursed.

Future Reimbursable Indirect Costs are reported within continuing operations but are excluded from operating EBITDA as defined below.

The revenues and certain expenses of the M&M Divestitures, Aramids Business, and Electronics Business are classified as discontinued operations in the current and historical periods.

The costs of the M&M Businesses, Aramids Business, and Electronics Business that are classified as discontinued operations include only direct operating expenses incurred by the businesses.

Indirect costs, such as those related to corporate and shared service functions previously allocated to the M&M Businesses, Aramids Business, and Electronics Business, do not meet the criteria for discontinued operations and are reported within continuing operations.

A portion of these indirect costs include costs related to activities the Company will or continues to undertake post-closing of the M&M Divestitures, Aramids Divestiture, and Electronics Separation, and for which it is or will be reimbursed (“Future Reimbursable Indirect Costs”).

Future Reimbursable Indirect Costs are reported within continuing operations in Corporate but are excluded from Operating EBITDA as defined below.

The remaining portion of these indirect costs are not subject to future reimbursement (“Stranded Costs”).

Stranded Costs are reported within continuing operations in Corporate & Other and are included within Operating EBITDA.

On August 1, 2023, the Company completed the previously announced acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”).

Spectrum is part of the Electronics & Industrial segment.

Effective as of January 1, 2024, Electronics & Industrial realigned certain product lines that comprise its business units (Industrial Solutions, Interconnect Solutions and Semiconductor Technologies) that are intended to optimize business operations across the segment leading to enhanced value for customers and cost savings.

The net trade revenue table, within Note 5 to the Consolidated Financial Statements, has been recast for all periods presented to reflect the new structure.

The realignment did not result in changes to total Electronics & Industrial segment net sales.

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle Plastics"), (the "Donatelle Plastics Acquisition").

Donatelle Plastics is being integrated into Industrial Solutions within the Electronics & Industrial segment.

Stranded Costs are reported within continuing operations in Corporate and are included within Operating EBITDA.

On August 1, 2023, the Company completed the previously announced Spectrum Acquisition.

Spectrum is primarily reported in the Healthcare Technologies business within the Healthcare & Water Technologies segment.

On July 28, 2024, DuPont completed the Donatelle Acquisition.

Donatelle is part of Healthcare Technologies within the Healthcare & Water Technologies segment .

On October 10, 2025, the Company completed the Sinochem Acquisition.

Sinochem is a reverse osmosis manufacturer located in China and the Asia Pacific region.

Sinochem is part of Water Technologies within the Healthcare & Water Technologies segment.

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure.

This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results, creating two new reportable segments:

Healthcare & Water Technologies and Diversified Industrials.

The Consolidated Financial Statements reflect the two segment reporting structure for all periods presented.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the Company's chief operating decision maker ("CODM") assesses performance and allocates resources.

The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding Future Reimbursable Indirect Costs, and adjusted for significant items.

ELECTRONICS & INDUSTRIAL

The Electronics & Industrial segment is a leading provider of materials and solutions for the fabrication and packaging of semiconductors and integrated circuits and provides innovative solutions for thermal management and electromagnetic shielding as well as metallization processes for metal finishing, decorative, and industrial applications.

The segment is a leading global supplier of differentiated materials and systems for a broad range of consumer electronics devices including mobile phones, computers, tablets, television monitors and other electronics applications used in a variety of industries.

Electronics & Industrial is a leading provider of platemaking systems and photopolymer plates for the packaging graphics industry, digital printing inks and cutting-edge materials for the manufacturing of displays for organic light emitting diode ("OLED").

In addition, the segment produces innovative engineering polymer solutions, high performance parts, flexible packaging products, plastic and silicone extrusions, medical silicones, specialty lubricants and critical polymer-based components and devices for medical and other industrial markets.

Electronics & Industrial For the Years Ended December 31,

The Company defines Operating EBITDA as earnings (i.e., “Income from continuing operations before income taxes") before interest, depreciation, amortization, non-operating pension / other post-employment benefits (“OPEB”) / charges, and foreign exchange gains / losses, excluding future reimbursable indirect costs, remediation costs associated with divested businesses, and is adjusted for significant items.

HEALTHCARE & WATER TECHNOLOGIES

Healthcare & Water Technologies For the Years Ended December 31,

In millions 2025 2024 2023

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Equity earnings $ 2 $ 1 $ 1

Electronics & Industrial For the Years Ended December 31,

Healthcare & Water Technologies For the Years Ended December 31,

Percentage change from prior year 2025 2024

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2025 Versus 2024

Electronics & Industrial net sales were $5,930 million for the year ended December 31, 2024, up 11 percent from $5,337 million for the year ended December 31, 2023.

Net sales increased due to an 8 percent increase in volume and a 6 percent increase in portfolio actions partially offset by a 2 percent decline in local price and product mix and a 1 percent unfavorable currency impact.

Volume growth in Semiconductor Technologies and Interconnect Solutions was partially offset by declines in Industrial Solutions.

Within Semiconductor Technologies, volume gains were driven by semiconductor demand recovery, primarily due to AI technology applications, advanced node transitions and higher China demand, as well as higher volume in OLED materials led by new product launches.

Broad based volume growth in Interconnect Solutions driven by end-market recovery, market share gains and demand from AI-driven technology ramps.

Volume declines in Industrial Solutions were driven by channel inventory destocking, primarily for Kalrez® and within biopharma markets.

The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle Plastics.

The unfavorable currency impact is primarily driven by the Japanese yen.

Operating EBITDA was $1,717 million for the year ended December 31, 2024, up 17 percent compared with $1,472 million for the year ended December 31, 2023 primarily due to volume growth, the impact of higher production rates in Semiconductor Technologies and Interconnect Solutions, savings from restructuring actions and the earnings contribution from the Spectrum and Donatelle Plastics acquisitions partially offset by higher variable compensation and select growth investments.

Healthcare & Water Technologies net sales were $3,233 million for the year ended December 31, 2025, up 9 percent from $2,976 million for the year ended December 31, 2024.

Net sales increased due to a 7 percent increase in volume, a 1 percent increase in portfolio actions, and a 1 percent favorable currency impact.

Within Healthcare Technologies, volume gains were driven by broad-based growth led by medical packaging and biopharma.

Within Water Technologies, volume gains were driven by strength in industrial and municipal water markets.

Operating EBITDA was $972 million for the year ended December 31, 2025, up 15 percent compared with $844 million for the year ended December 31, 2024 primarily due to volume growth and productivity, partially offset by growth investments.

2024 Versus 2023

Electronics & Industrial net sales were $5,337 million for the year ended December 31, 2023, down 10 percent from $5,917 million for the year ended December 31, 2022.

Net sales decreased due to an 11 percent volume decline and a 1 percent currency headwind offset by a 2 percent increase in portfolio.

Volume declines in Semiconductor Technologies were driven by inventory destocking and reduced semiconductor fabrication utilization rates due to electronics demand weakness, led by China, slightly offset by increased demand for OLED materials.

Volume declines in Interconnect Solutions related to decreased spending on consumer and industrial electronics and related channel inventory destocking, both led by China.

Within Industrial Solutions, volume declines were driven by channel inventory destocking within electronic parts and biopharma markets and lower demand in printing and packaging markets.

Local price and product mix gains in Semiconductor Technologies and Industrial Solutions, as a result of actions taken to offset cost inflation, were offset by declines in Interconnect Solutions, including the impact of lower pass-through metals prices.

The unfavorable currency impact is primarily driven by the Japanese yen and Chinese yuan.

The portfolio impact primarily reflects the August 1, 2023 acquisition of Spectrum.

Operating EBITDA was $1,472 million for the year ended December 31, 2023, down 20 percent compared with $1,836 million for the year ended December 31, 2022 primarily due to decreased sales volumes, the impact of reduced production rates to better align inventory with demand, slightly offset by the earnings associated with Spectrum.

WATER & PROTECTION

The Water & Protection segment is a leading provider of engineered products and integrated systems for a number of industries including worker safety, water purification and separation, aerospace, energy, medical packaging and building materials.

The segment satisfies the growing global needs of businesses, governments, and consumers for solutions that make life safer, healthier, and better.

By uniting market-driven science with the strength of highly regarded brands, the segment strives to bring new products and solutions to solve customers' needs faster, better and more cost effectively.

Water & Protection For the Years Ended December 31,

Healthcare & Water Technologies net sales were $2,976 million for the year ended December 31, 2024, up 2% percent from $2,919 million for the year ended December 31, 2023.

Net sales increased due to an 8 percent increase in portfolio offset by a 6 percent decline in volume.

Healthcare & Water Technologies had volume declines mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets and water distributor inventory destocking from weaker industrial demand in China.

The portfolio impact reflects the August 2023 acquisition of Spectrum and the July 2024 acquisition of Donatelle.

Operating EBITDA was $844 million for the year ended December 31, 2024, down 3% percent compared with $866 million for the year ended December 31, 2023 primarily due to driven by decreased volumes and higher variable compensation offset by productivity and savings from restructuring actions.

DIVERSIFIED INDUSTRIALS

Diversified Industrials For the Years Ended December 31,

In millions 2025 2024 2023

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Equity earnings $ (1) $ 1 $ —

Water & Protection For the Years Ended December 31,

Diversified Industrials For the Years Ended December 31,

Percentage change from prior year 2025 2024

3 unchanged sentences

2025 Versus 2024

Water & Protection net sales were $5,423 million for the year ended December 31, 2024, down 4 percent from $5,633 million for the year ended December 31, 2023 due to a 2 percent decline in volume, and 1 percent declines related to local price and product mix and unfavorable currency impacts.

Safety Solutions had volume declines mainly due to channel inventory destocking, primarily in medical packaging products within healthcare markets.

Water Solutions volume declines were primarily due to distributor inventory destocking from weaker industrial demand in China.

Shelter Solutions sales were relatively flat from mixed demand in construction markets.

The unfavorable currency impact is primarily driven by the Japanese yen, and Chinese yuan, partially offset by the Euro.

Operating EBITDA was $1,360 million for the year ended December 31, 2024, down 2 percent compared with $1,388 million for the year ended December 31, 2023 driven by decreased volumes and higher variable compensation, partially offset by productivity and savings from restructuring actions.

Diversified Industrials net sales were $3,616 million for the year ended December 31, 2025, down 3 percent from $3,743 million for the year ended December 31, 2024 due to a 1 percent declines in volume, local price and product mix, and portfolio actions.

The decline in volume was driven by Building Technologies, partially offset by increase in volumes for Industrial Technologies.

Building Technologies volume declines were due to ongoing weakness in construction markets.

Industrial Technologies volume increases were led by growth in aerospace markets, automotive and consumer goods packaging.

The portfolio decline related to exit of the Tedlar ® business from participation in the photovoltaic end market in late 2024.

Operating EBITDA was $800 million for the year ended December 31, 2025, down 5 percent compared with $839 million for the year ended December 31, 2024 driven by the impact of volume declines, with some offset from cost productivity.

2024 Versus 2023

Water & Protection net sales were $5,633 million for the year ended December 31, 2023, down 5 percent from $5,957 million for the year ended December 31, 2022 due to a 7 percent decline in volume and a 1 percent unfavorable currency impact, partially offset by a 3 percent increase in local price and product mix.

Volume declines within Safety Solutions were due to channel inventory destocking, primarily in medical packaging.

Shelter Solutions volume declines were driven by weak demand in construction markets including channel inventory destocking.

Water Solutions volume declines were primarily due to distributor destocking and weaker industrial demand in China.

Local price and product mix increased across all businesses and in all regions as the result of broad-based actions taken in the prior year to offset cost inflation.

The unfavorable currency impact is primarily driven by the Chinese yuan and the Japanese yen.

Operating EBITDA was $1,388 million for the year ended December 31, 2023, down 3 percent compared with $1,431 million for the year ended December 31, 2022 driven by decreased sales volumes, the impact of reduced production rates and unfavorable currency impacts partially offset by net pricing gains.

The currency impacts were primarily driven by the Chinese yuan and the Japanese yen.

Corporate & Other

Corporate & Other includes sales and activity of the Retained Businesses including the Auto Adhesives & Fluids, Multibase TM and Tedlar® product lines.

Related to the M&M Divestitures, Corporate & Other includes Stranded Costs and Future Reimbursable Indirect Costs.

The results of Corporate & Other include the sales and activity of the Biomaterials (prior to its May 2022 divestiture) business units.

Corporate & Other includes DuPont's equity interest in Derby Holdings Group related to the Delrin® Divestiture.

Corporate & Other also includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, non-business aligned litigation expenses and other costs not absorbed by reportable segments.

Corporate & Other For the Years Ended December 31,

In millions 2024 2023 2022

Net sales $ 1,033 $ 1,098 $ 1,143

Operating EBITDA

$ 67 $ 82 $ (6)

Equity earnings $ (7) $ — $ 5

For the full year 2025, the Company anticipates ongoing strength within semiconductor markets as well as more normalized sales patterns in China.

Continued growth is expected in the markets served by Interconnect Solutions driven by improved consumer electronics demand and refresh cycles for devices in support of AI adoption.

Within the healthcare markets, the Company anticipates growth acceleration in demand for medical devices along with continued demand stabilization for medical packaging applications and biopharma markets.

In the markets served by Water, the Company expects increased demand to drive year over year volume growth.

The Company anticipates stable demand within the markets served by the Company’s other industrial-based product lines.

Diversified Industrials net sales were $3,743 million for the year ended December 31, 2024, up 1 percent from $3,695 million for the year ended December 31, 2023 due to a 1 percent increase in volume and a 1 percent increase in portfolio actions, partially offset by a 1 percent unfavorable currency impact.

Volume increases were primarily due to increases in volumes for Industrial Technologies mainly due to growth in automotive and aerospace markets, as well as volume growth in consumer product packaging.

The small portfolio increase reflects the non-healthcare portion of the August 2023 Spectrum acquisition within Industrial Technologies.

The unfavorable currency impact is primarily driven by the Japanese yen and Chinese yen, partially offset by the Euro.

Operating EBITDA was $839 million for the year ended December 31, 2024, up 6% percent compared with $792 million for the year ended December 31, 2023 driven by increased sales volumes and a positive portfolio impact partially offset by an unfavorable currency.

For the full year 2026, the Company expects continued growth within Healthcare driven by broad-based strength in medical packaging applications and medical devices.

In Water, the Company expects continued growth primarily driven by demand for reverse osmosis and ion exchange within industrial and municipal water markets.

Within Building Technologies, after a year of market declines, the Company expects 2026 to be about flat, on stabilization within US construction markets.

In Industrial Technologies, the Company expects low-single digit growth year over year driven by strength in aerospace and demand recovery within markets served by DuPont's remaining industrial-based product lines.

LIQUIDITY & CAPITAL RESOURCES

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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.

The Company held no investments in marketable securities at December 31, 2024 and 2023 .

The decrease in cash and cash equivalents at December 31, 2024 compared to December 31, 2023 was due to cash used in the current year to fund the Q1 2024 ASR Transaction, the Donatelle Acquisition, partial redemption of 2038 Notes and general corporate purposes.

The decrease in cash and cash equivalents at December 31, 2025 compared to December 31, 2024 was due to cash balance transferred to Qnity at separation, cash used to fund the $500 million ASR entered in the fourth quarter 2025, transaction costs related to the Electronics Separation, fees paid on the transactions discussed below under Debt Exchange , Consent Solicitation and Tender Offer , the Sinochem Acquisition and general corporate purposes.

Refer to subsequent paragraphs for further discussion of the drivers of the change in cash and cash equivalents.

Total debt at December 31, 2025 and 2024 was $3.2 billion and $7.2 billion, respectively.

The decrease was primarily due to the partial redemption of $650 million of 2038 Notes discussed below.

The decrease was primarily due to the repayment of 2025 Notes of $1,850 million due in November 2025, the partial redemption of New Notes (as defined below) triggered by the Special Mandatory Redemption Event and the partial redemption of 2048 Notes as part of the Tender Offer (as defined below) partially offset by commercial paper borrowings.

As of December 31, 2025, the Company is contractually obligated to make future cash payments of $3.2 billion and $2.1 billion associated with principal and interest, respectively, on debt obligations.

Related to the principal, $1.9 billion will be due in the next twelve months and the remainder will be due subsequent to 2025.

The Company may address the maturity with cash on hand, issuance of commercial paper, utilizing existing credit facilities, accessing the debt capital markets or a combination of any of them.

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 2026.

The majority of interest obligations will be due in 2031 or later.

In relation to the Company’s fixed-to-floating interest rate swap agreements, there is a mandatory early termination date of December 15, 2025.

The mark-to-market value on these swaps at December 31, 2024 is $116 million.

The final settlement amount will depend on movements in interest rates.

Refer to Note 21 to the Consolidated Financial Statements for more information on the Company’s interest rate swap agreements.

2024 Capital Structure Actions

In connection with the Previously Intended Business Separations, 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.

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 (the "2038 Notes"), in accordance with their terms.

The partial redemption occurred on June 15, 2024, at the redemption price set forth in the indenture of the 2038 Notes.

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See Note 21 for further detail on the 2022 Swaps.

In connection with the Previously Intended Business Separations and continuing in light of the Intended Electronics Separation, DuPont is considering potentially repaying, redeeming, repurchasing, or exchanging some or all of its other senior notes, which could include redemptions, tender offers, open market purchases, privately negotiated transactions, or other transactions or a combination of any of them, which will be on pricing terms that are determined at the time of any such transaction.

Such transactions will depend on liquidity considerations, contractual and legal restrictions, prevailing market conditions and other factors.

Debt Exchange

In September 2025, in connection with the Electronics Separation, DuPont announced the commencement of offers to exchange any and all of its outstanding (i) 4.725% Notes due 2028, (ii) 5.319% Notes due 2038 and (iii) 5.419% Notes due 2048 (respectively, the “2028 Notes”, the “2038 Notes” and the “2048 Notes” and collectively, the “Existing Notes”) for new notes to be issued by DuPont (respectively, the “2028 New Notes”, the “2038 New Notes” and the “2048 New Notes” and collectively, the “New Notes” and the exchanges of notes collectively, the "Exchange Offers").

DuPont solicited consents from eligible holders of each series of Existing Notes (collectively, the "Consent Solicitations") to adopt certain proposed amendments to the indenture governing the Existing Notes to eliminate substantially all of the restrictive covenants and amend certain other provisions in such indenture with respect to each series of Existing Notes.

The Exchange Offers expired on September 30, 2025 with all validly tendered 2028 Notes accepted for exchange, totaling approximately $1.58 billion, representing 70.42% of the outstanding amount.

Therefore, sufficient consent was validly obtained on the 2028 Notes, and the proposed amendments were adopted.

Sufficient consents to the proposed amendments were not received for the 2038 and 2048 Notes.

The exchange offer was settled in October 2025 and in connection with the settlement of the Exchange Offers, DuPont issued $1.58 billion aggregate principal amount of the 2028 New Notes in exchange for the 2028 Notes tendered and accepted by DuPont, approximately $226 million aggregate principal amount of 2038 New Notes in exchange for the 2038 Notes tendered and accepted by DuPont and approximately $295 million aggregate principal amount of 2048 New Notes in exchange for the 2048 Notes tendered and accepted by DuPont.

Upon the completion of the Electronics Separation, the special mandatory redemption event was triggered under each series of New Notes (the "Special Mandatory Redemption Event").

As a result, DuPont was required to redeem $900 million principal amount of the 2028 New Notes, approximately $226 million principal amount of the 2038 New Notes and approximately $295 million principal amount of the 2048 New Notes (such redemption the "Special Mandatory Redemption").

The Company sent redemption notices to the holders of the New Notes on November 3, 2025 and the Special Mandatory Redemption was completed on November 7, 2025.

Consent Solicitation and Tender Offer

In November 2025, DuPont entered into a transaction support agreement (the “Transaction Support Agreement”) with certain noteholders (the “Supporting Holders”) that beneficially own $649 million (or approximately 83.9%) of the 2038 Notes and $1,118 million (or approximately 60.25%) of the 2048 Notes.

DuPont agreed to launch and the Supporting Holders agreed to provide their consents with respect to their 2038 Notes and 2048 Notes in support of a solicitation of consents (the “Consent Solicitation”) with respect to the adoption of certain proposed amendments to the Indenture governing the applicable series of 2038 Notes and 2048 Notes and to tender $1,029 million aggregate principal amount of their 2048 Notes into a tender offer (the “Tender Offer”) to purchase for cash up to $739 million aggregate principal amount of the 2048 Notes (the "Tender Cap") at a purchase price equal to $1,000 per $1,000 aggregate principal amount of 2048 Notes plus accrued and unpaid interest (if any) thereon to, but excluding, the applicable settlement date of the Tender Offer.

The requisite consents to adopt the proposed amendments were received and the Tender Offer was completed in November 2025.

As a result of the Tender Offer, in November 2025, DuPont settled $739 million aggregate principal of the 2048 Notes.

The Exchange Offers and Consent Solicitation were accounted for as debt modifications and all creditor fees paid were capitalized and were set to amortize as an adjustment to “Interest expense” in the Consolidated Statement of Operations over the remaining term of the Existing Notes and New Notes.

As a result of the Special Mandatory Redemption Event and Tender Offer, the respective Existing Notes and New Notes redeemed were derecognized at their carrying value.

Related to the above activities, the Company incurred a loss of approximately $114 million to “Sundry income (expense) – net” in the Consolidated Statements of Operations, which consisted of the redemption premium, third party fees, write-off of deferred debt issuance costs, including capitalized creditor fees incurred as part of the Exchange Offers and Consent Solicitation and the basis adjustment from fair value hedge accounting on the Company’s interest rate swap agreements associated with the redeemed bonds.

Revolving Credit Facilities

The Company has entered a $1.0 billion 364-day revolving credit facility in the second quarter of each calendar year beginning in 2022.

In July 2022, the Company drew down $600 million under its 2022 $1 billion revolving credit facility in order to facilitate certain intercompany internal restructuring steps related to the M&M Divestiture.

The Company repaid the borrowing in September 2022.

In May 2025, the Company entered into a $1 billion 364-day revolving credit facility (the "2025 $1B Revolving Credit Facility").

The Company held another $1 billion 364-day revolving credit facility that expired in May 2025.

There were no drawdowns of either facility during year ended December 31, 2025.

The 2025 $1B 364-Day Revolving Credit Facility will be used for general corporate purposes.

In May 2025, the Company amended its $2.5 billion 5-year revolving credit facility (the "Five-Year Revolving Credit Facility") to extend the maturity date to April 2028.

In addition, the committed credit amount under the Five-Year Revolving Credit Facility decreased to $2.0 billion upon the occurrence of the Electronics Separation.

The following table summarizes the Company's credit facilities:

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The 2025 $1B Revolving Credit Facility is available to be used for general corporate purposes.

There were no drawdowns under the facility during the year ended December 31, 2024.

The Company intends to enter into a new revolving credit facility in the second quarter 2025.

Repayment of Senior Notes

In November 2022, the Company redeemed in full $2.5 billion of the 2023 Notes at a redemption price equal to 100 percent of the aggregated principal amount plus the accrued and unpaid interest.

The redemption was funded with the net proceeds from the M&M Divestiture.

The Company intends to enter into a new 364-day revolving credit facility in the second quarter 2026.

In November 2023, the $300 million Floating Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest.

The Company funded the repayment with cash on hand.

Terminated Intended Rogers Acquisition

In connection with the Terminated Intended Rogers Acquisition, on November 22, 2021, the Company entered into a two-year senior unsecured committed term loan agreement in the amount of $5.2 billion.

In October 2022, the facility was amended to extend the lending commitment (as amended the "Amended 2021 Term Loan Facility").

On November 1, 2022, the M&M Divestiture closed and, therefore, based on the terms of the Amended 2021 Term Loan Facility, the commitment was terminated.

Separately, on November 1, 2022 the Company announced the termination of the previously announced agreement to acquire the outstanding shares of Rogers.

The Company paid Rogers a termination fee of $162.5 million in accordance with the agreement on November 2, 2022.

The termination fee was paid with cash on hand and recorded in the "Acquisition, integration and separation costs" within the Consolidated Statement of Operations.

In November 2025, the $1,850 million Fixed Rate Senior Unsecured Notes matured and was repaid at par plus the accrued and unpaid interest.

The Company funded the repayment with cash proceeds from the Electronics Separation.

Commercial Paper

In April 2022, DuPont downsized its authorized commercial paper program from $3.0 billion to $2.5 billion (the “DuPont Commercial Paper Program”).

At December 31, 2024 and 2023, the Company had no issuances outstanding of commercial paper.

Donatelle Plastics Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC for a net purchase price of $365 million, which includes the estimated fair value for a contingent earn-out liability of $40 million.

In 2025 upon occurrence of the Electronics Separation, the Company reduced its authorized commercial paper program to $2,000 million from $2,500 million.

At December 31, 2025, the Company had $60 million outstanding of commercial paper.

At December 31, 2024 and 2023, the Company had no outstanding commercial paper.

New Jersey Settlement Agreement

The NJ Settlement is subject to the entry of a Judicial Consent Order ("JCO") by the Court.

It is payable over 25 year.

DuPont's initial payment will be due within 30 days of the entry of the JCO.

See Note 16 to the Consolidated Financial Statements for additional information.

Sinochem Acquisition

On October 10, 2025, DuPont completed the Sinochem acquisition for a net purchase price of $56 million.

The Company utilized existing cash balances to complete the acquisition.

Donatelle Acquisition

On July 28, 2024, DuPont completed the Donatelle Acquisition for a net purchase price of $365 million, which included the estimated fair value for a contingent earn-out liability of $40 million.

The Company utilized existing cash balances to complete the acquisition.

Spectrum Acquisition

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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 noncontrolling equity interest in Derby Group Holdings LLC, (“Derby”).

The customary transaction adjustments include $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.

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Credit Ratings Long-Term Rating Short-Term Rating Outlook

Standard & Poor’s BBB+ A-2 Watch Negative

Moody’s Investors Service Baa1 P-2 Negative

Fitch Ratings BBB+ F-2 Watch Negative

Standard & Poor’s BBB+ A-2 Stable

Moody’s Investors Service Baa1 P-2 Stable

Fitch Ratings BBB+ F-2 Stable

The Company's indenture covenants include customary limitations on liens, sale and leaseback transactions, and mergers and consolidations, subject to certain limitations.

The senior unsecured notes (the "2018 Senior Notes") also contain customary default provisions.

The Five-Year Revolving Credit Facility and 2024 $1B Revolving Credit Facility 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.

The Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility 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 December 31, 2025, the Company was in compliance with this financial covenant.

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$ (1,750) $ (1,826) $ (2,956)

Cash used for discontinued operations $ (474) $ (306) $ (763)

Cash provided by discontinued operations $ 421 $ 774 $ 698

Effect of exchange rate changes on cash, cash equivalents and restricted cash

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Cash provided by operating activities of continuing operations was $560 million, $765 million and $845 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Cash provided by operating activities increased in 2024 compared with 2023, primarily from higher earnings the net impact from changes in variable compensation payouts and accruals partially offset by an increase in cash used by net working capital.

Cash provided by operating activities increased in 2023 compared with 2022 , primarily from improvements in working capital.

Cash provided by operating activities decreased in 2025 compared with 2024, primarily from cash paid to settle interest rate swaps, fees paid on the Debt Exchange, Consent Solicitation and Tender Offer and cash used by working capital.

Cash provided by operating activities decreased in 2024 compared with 2023, primarily from higher net loss from continuing operations partially offset by improvements in net working capital.

The table below reflects net working capital on a continuing operations basis:

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Current ratio 1.87:1 1.17:1

Net working capital has been presented to exclude the assets and liabilities related to the Delrin® Divestiture.

The assets and liabilities related to the Delrin® Divestiture are presented as assets of discontinued operations and liabilities of discontinued operations, respectively.

Cash Flows used in/ provided by Investing Activities - Continuing Operations

Cash used in investing activities of continuing operations in 2024 was $849 million compared to cash provided by investing activities of $172 million and $9,004 million in 2023 and 2022, respectively .

The change in investing activities in 2024 versus the 2023 is primarily attributable to the absence of proceeds received from sales and maturity of investments and proceeds from sales of property and business partially offset by the impact of the change in cash paid for acquisition in each year.

The decrease in cash provided from investing activities in 2023 versus the 2022 is primarily attributable to the absence of cash proceeds received from the M&M Divestiture and cash paid for the Spectrum acquisition, partially offset by proceeds from the Delrin® Divestiture, net of cash divested and the absence of cash used in the purchase of investments and an increase in cash provided by the proceeds from sales and maturities of investments that was previously invested and reflected as a cash outflow in 2022.

Cash provided by investing activities in 2022 is primarily attributable to the cash proceeds received from the M&M Divestiture partially offset by purchases of investments.

Cash Flows used for/provided by Investing Activities - Continuing Operations

Cash used for investing activities of continuing operations was $374 million and $562 million in 2025 and 2024, respectively, compared to cash provided by investing activities of $481 million in 2023.

The decrease in cash used for investing activities in 2025 versus 2024 is primarily attributable to change in cash paid for acquisitions in each year partially offset by higher capital expenditures.

The change in cash used for investing activities in 2024 versus cash provided by investing activities in 2023 is primarily attributable to the absence of proceeds received from sales and maturity of investments and absence of proceeds from the Delrin ® Divestiture partially offset by less cash used for acquisitions in 2024.

Cash provided by investing activities in 2023 is primarily attributable to the proceeds received from sales and maturity of investments and proceeds from the Delrin ® Divestiture partially offset by the cash paid for Spectrum acquisition and capital expenditures.

Capital expenditures totaled $333 million, $285 million and $302 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company expects 2025 capital expenditures to be about $660 million which includes separation-related capital expenditures.

The Company expects 2026 capital expenditures to be about $320 million.

The Company may adjust its spending throughout the year as economic conditions develop.

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Cash used for financing activities of continuing operations in 2025 was $1,750 million compared to cash used for financing activities of $1,826 million and $2,956 million in 2024 and 2023, respectively .

The decrease in cash used in financing activities in 2024 versus the 2023 is primarily attributable to the decrease in share buyback activities partially offset by the partial redemption of the 2038 Notes.

The decrease in 2023 versus the 2022 is primarily attributable to the decrease in share buyback activities and decrease in the payment of long-term debt.

Cash used for financing activities in 2022 primarily driven by the share buyback activities and the redemption of 2023 Notes.

Cash Flows used for Discontinued Operations

Cash used for discontinued operations was $474 million compared with $306 million in the same period last year.

The cash used from discontinued operations includes MOU activity, refer to Note 4 to the Consolidated Financial Statements for additional information.

The decrease in cash used for financing activities in 2025 versus the 2024 is primarily attributable to the $4.1 billion cash distribution from Qnity largely offsetting higher payments on long-term debt during 2025 and cash transferred as part of the Qnity Distribution.

The decrease in cash used in 2024 versus 2023 is primarily attributable to the decrease in share buyback activities partially offset by increased payments on long-term debt.

Cash Flows provided by Discontinued Operations

Cash provided by discontinued operations for the years ended December 31, 2025, 2024 and 2023 was $421 million, $774 million and $698 million, respectively.

The activity for the year ended December 31, 2025, 2024 and 2023 Consolidated Statements of Cash Flows present the cash flows of the Aramids Business and the Electronics Business as discontinued operations.

The activity for the year ended December 31, 2023, Consolidated Statements of Cash Flows present the cash flows of Delrin ® as discontinued operations.

The activity for the year ended December 31, 2022, Consolidated Statements of Cash Flows present the financial results of the M&M Businesses as discontinued operations.

Cash used from discontinued operations includes MOU activity, refer to Note 4 to the Consolidated Financial Statements for additional information.

The following table provides dividends paid to common shareholders for the years ended December 31, 2025, 2024 and 2023:

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Share Buyback Programs

On February 8, 2022, the Company's Board of Directors approved the 2022 Share Buyback Program authorizing the repurchase and retirement of up to $1 billion of common stock with a termination date of March 31, 2023.

At the end of the third quarter of 2022, the Company had repurchased and retired a total of 11.9 million shares for $750 million under the 2022 Share Buyback Program.

In November 2022, DuPont’s Board of Directors approved the $5B Share Buyback Program authorizing the repurchase and retirement of up to $5 billion of common stock with a termination date of June 30, 2024.

In the fourth quarter 2022, DuPont entered into ASR agreements with three financial counterparties (the "$3.25B ASR Transaction").

DuPont paid with cash on hand an aggregate of $3.25 billion to the counterparties and received initial deliveries of 38.8 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $2.6 billion.

The $3.25B ASR Transaction was completed during the third quarter 2023 with DuPont receiving and retiring an additional 8.0 million shares of DuPont common stock.

In connection with the completion the remaining $613 million based on the market price of the shares at the time of delivery was settled as a forward contract indexed to DuPont common stock at the time of settlement, classified within stockholders’ equity.

At the completion of the $3.25B ASR Transaction, the Company had repurchased and retired a total of 46.8 million shares at an average price of $69.44 per share.

In the third quarter 2023, DuPont entered into accelerated share repurchase agreements with three financial counterparties to repurchase an aggregate of $2.0 billion of common stock (the "$2B ASR Transaction").

DuPont paid an aggregate of $2.0 billion to the counterparties and received initial deliveries of 21.2 million shares in aggregate of DuPont common stock, which were retired immediately and recorded as a reduction to retained earnings of $1.6 billion.

The accelerated repurchase agreements under the $2B ASR Transaction were settled during the first quarter of 2024.

The settlement resulted in the delivery of 6.7 million additional shares of DuPont common stock, which were retired immediately and will be recorded as a reduction of retained earnings in the first quarter of 2024.

In total, the Company repurchased 27.9 million shares at an average price of $71.67 per share under the $2B ASR Transaction.

The completion of the $2B ASR Transaction completes the $5B Share Buyback Program.

The $1B Share Buyback Program terminates on June 30, 2025, unless extended or shortened by the Board of Directors.

In the third quarter of 2023, DuPont entered into a $2 billion ASR which it completed in the first quarter of 2024, repurchasing 27.9 million shares at an average price of $71.67 per share.

This $2 billion ASR transaction completed DuPont's $5 billion share repurchase program announced in 2022.

The $500 million authority remaining under the program expired on June 30, 2025.

In November 2025, the Company's Board of Directors approved a new share repurchase authorization of up to $2 billion of common stock (the “$2B Authorization”).

Under the $2B Authorization, repurchases may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions off market, which may include accelerated share repurchase transactions.

The $2B Authorization will terminate once the authorized amount of shares have been repurchased and retired or when terminated by the Board of Directors.

The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.

At this time and with the continued focus on the Intended Electronic Separation, the Company does not currently plan to complete the remaining authorization under the $1B Share Buyback Program.

Also in the first quarter 2024, DuPont entered an ASR agreement with one counterparty for the repurchase of about $500 million of common stock ("Q1 2024 ASR Transaction").

DuPont paid an aggregate of $500 million to the counterparty and received initial deliveries of 6.0 million shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $400 million.

The remaining $100 million was evaluated as an unsettled forward contract indexed to DuPont common stock, classified within stockholders' equity as of March 31, 2024.

In the second quarter of 2024, the Q1 2024 ASR Transaction was completed.

The settlement resulted in the delivery of approximately 1.0 million additional shares of DuPont common stock, which were retired immediately and recorded as a reduction of retained earnings of $72 million.

In the fourth quarter of 2025, DuPont entered into an ASR agreement with one counterparty for repurchase of about $500 million of common stock ("Q4 2025 ASR Transaction").

DuPont paid an aggregate of $500 million to the counterparty, whereby the counterparty is required to deliver a variable number of shares to the Company.

In January 2026, the Q4 2025 ASR Transaction was completed.

The settlement resulted in the delivery of approximately 2 million shares of additional DuPont common stock, which were retired immediately and will be recorded as an increase to accumulated total deficit in the first quarter of 2026.

In total, the Company repurchased 12.2 million shares at an average price of $40.89 per share under the Q4 2025 ASR Transaction.

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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 million and $21 million, respectively, as a reduction to retained earnings for the years ended December 31, 2024 and 2023.

The Company recorded total excise tax of $4 million and $8 million, respectively, as an increase to accumulated deficit for the years ended December 31, 2025 and 2024.

See Part II, Item 5.

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Restructuring

In March 2025, the Company approved targeted restructuring actions to streamline, right-size and optimize specific organizational structures in preparation for the Electronics Separation and the post-separation DuPont company.

The total expected pre-tax restructuring charges under the program, beginning in the first quarter of 2025 and continuing through 2026, are expected to be $90 million.

The Company recorded pre-tax restructuring charges of $69 million inception-to-date, consisting of severance and related benefit costs of $52 million, asset related charges of $12 million and $5 million of accelerated stock compensation expense.

The Company expects the program to be completed in 2026.

In December 2023, the Company approved targeted restructuring actions to capture near-term cost reductions due to macroeconomic factors as well as to further simplify certain organizational structures following the Spectrum acquisition and Delrin ® Divestiture (the "2023-2024 Restructuring Program").

For the years ended December 31, 2023 through December 31, 2025, DuPont recorded a pre-tax charge related to the 2023-2024 Restructuring Program in the amount of $147 million, recognized in "Restructuring and asset related charges – net" in the Company's Consolidated Statements of Operations, comprised of $89 million of severance and related benefit costs and asset related charges of $58 million.

At December 31, 2024, total liabilities related to the 2023-2024 Restructuring Program were $47 million for severance and related benefit costs,

recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

At December 31, 2025, total liabilities related to the 2023-2024 Restructuring Program were $10 million for severance and related benefit costs, recognized in "Accrued and other current liabilities" in the Consolidated Balance Sheets.

Inventory write-offs for plant line closures in connection with the 2023-2024 Restructuring Program were $25 million in "Cost of sales" within the Consolidated Statements of Operations for the year ended December 31, 2025.

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For the years ended December 31, 2023 through December 31, 2025, DuPont recorded a pre-tax charge related to the 2022 Restructuring Program in the amount of $69 million, recognized in "Restructuring and asset related charges – net" in the Company's Consolidated Statements of Operations, comprised of severance and related benefit costs.

Actions related to the 2022 Restructuring Program are substantially complete.

Actions related to the 2022 Restructuring Program are complete.

See Note 6 to the Consolidated Financial Statements for more information on the Company's restructuring programs.

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Over such period, Chemours will deposit a total of $500 million into the account and DuPont and Corteva, together, will deposit an additional $500 million pursuant to the terms of their existing Letter Agreement.

DuPont's aggregate escrow deposits of $35 million at December 31, 2024, are reflected in "Restricted cash and cash equivalents - noncurrent" on the Consolidated Balance Sheet.

As of June 30, 2023, DuPont had deposited an aggregate of $100 million into the MOU Escrow Account all of which it used to fund in part its $400 million contribution to the Water District Settlement Fund.

The judgment became final in April 2024, therefore $400 million contribution, plus interest, to the Water District Settlement Fund is reflected as a cash outflow within cash flows from discontinued operations during the year ended December 31, 2024.

DuPont's aggregate escrow deposits of $35 million, not including interest, at December 31, 2025, are reflected in "Restricted cash and cash equivalents" on the Consolidated Balance Sheets.

Contingent upon the entry of the JCO related to the NJ Settlement, DuPont and Corteva will purchase Chemours’ interest in future, if any, insurance proceeds related to PFAS claims.

DuPont and Corteva will make the purchase by contributing a total of $150 million ($106.5 million from DuPont, $43.5 million from Corteva) into an escrow fund ("NJ Escrow") to be applied to Chemours’ share of the NJ settlement.

NJ Settlement payments or releases from the NJ Escrow to make Settlement payments, as applicable, shall be deemed credited against each of DuPont, Corteva and Chemours’s respective PFAS MOU escrow obligations for that year.

Each of DuPont, Corteva and Chemours’s 2025 PFAS MOU escrow funding obligation is suspended until the first payment of the NJ Settlement.

See Note 16 to the Consolidated Financial Statements for more information.

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Additional information regarding the MOU and funding of the escrow account can be found in Note 16 to the Consolidated Financial Statements.

Pursuant to the Legacy Liabilities Assignment Agreement, 44% of any funding obligations of the Company under the MOU, including with respect to the funding of the escrow account thereunder, will be contractually allocated to Qnity (and for which Qnity will indemnify the Company).

See Note 16 to the Consolidated Financial Statements for more information.

Other Contractual Obligations

Purchase obligations represents enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities;

Purchase obligations represent enforceable and legally binding agreements in excess of $1 million to purchase goods or services that specify fixed or minimum quantities;

fixed minimum or variable price provisions;

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As of December 31, 2025, the Company is contractually obligated to make future cash payments of $81 million related to purchase obligations, of which $59 million will be due in the next twelve months and the remainder will be due subsequent to 2026.

Lease obligations represents future finance and operating lease payments.

Lease obligations represent future finance and operating lease payments.

As of December 31, 2025, obligations of future lease payments are $235 million, of which $57 million will be due in the next twelve months and remainder will be due subsequent to 2026.

Environmental remediation obligations represents costs for remediation and restoration with respect to environmental matters and Non-PFAS clean-up responsibilities.

Environmental remediation obligations represent costs for remediation and restoration with respect to environmental matters and Non-PFAS clean-up responsibilities.

As of December 31, 2025, the Company is contractually obligated to make future cash payments of $119 million, of which $35 million will be due in the next twelve months and remainder will be due subsequent to 2026.

See Note 16 to the Consolidated Financial Statements for more information.

Other miscellaneous obligations includes liabilities related to deferred compensation and other noncurrent liabilities.

Other miscellaneous obligations include liabilities related to deferred compensation and other noncurrent liabilities.

As of December 31, 2025, the Company is contractually obligated to make future cash payments of $71 million related to other miscellaneous obligations, the majority of which is due subsequent to 2026.

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Where appropriate, asset-liability studies are also taken into consideration.

For plans, the long-term expected return on plan assets pension expense is determined using the fair value of assets.

The following table highlights the potential impact on the Company's pre-tax earnings due to changes in certain key assumptions with respect to the Company's pension plans based on assets and liabilities on a continuing operations basis at December 31, 2024:

For plans, the long-term expected return on plan assets is determined using the fair value of assets.

The following table highlights the potential impact on the Company's pre-tax earnings due to changes in certain key assumptions with respect to the Company's pension and OPEB plans based on assets and liabilities on a continuing operations basis at December 31, 2025:

Pre-tax Earnings Benefit (Charge)

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In making determinations of likely outcomes of litigation matters, management considers many factors.

These factors include, but are not limited to, the nature of specific

claims including unasserted claims, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status.

These factors include, but are not limited to, the nature of specific claims including unasserted claims, the Company's experience with similar types of claims, the jurisdiction in which the matter

is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative dispute resolution mechanisms, and the matter's current status.

Considerable judgment is required in determining whether to establish a litigation accrual when an adverse judgment is rendered against the Company in a court proceeding.

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A detailed discussion of significant litigation matters is contained in Note 16 to the Consolidated Financial Statements.

The breadth of the Company's operations and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the Company will ultimately pay.

The breadth of the Company's operations and divestiture activity and the global complexity of tax regulations require assessments of uncertainties and judgments in estimating taxes the Company will ultimately pay.

The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.

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Refer to Note 18 to the Consolidated Financial Statements for further information on the 1 percent surcharge on stock repurchases.

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted.

The Act includes a broad range of tax reform provisions, including modifications and enhancements to the domestic and international provisions of the Tax Cuts and Jobs Act.

Among other changes, the Act allows for immediate expensing of domestic research and development expenditures, revises provisions around foreign-sourced earnings and revises the corporate interest limitation rules.

The Company believes that the overall impact of the Act will not be material to its ongoing effective tax rate.

The OECD issued new administrative guidance, on January 5, 2026, with respect to Pillar 2 which modifies key aspects of the framework for countries to enact in their own laws.

The package introduces simplifications and new safe harbors for U.S.

and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar 2 which would fully exempt U.S.-parented groups from the application of two of the three Pillar 2 top up taxes.

The package also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year of 2027.

We will continue to monitor U.S.

and international legislative developments, including further announcements on the Side-by-Side package, to assess any potential impacts on our operations.

Assessments of Long-Lived Assets and Goodwill

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The qualitative evaluation is an assessment of factors, including reporting unit or asset specific operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of a reporting unit or asset is less than the respective carrying amount, including goodwill.

If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial assessment indicates that it is more likely than not that t he carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.

If the Company chooses not to complete a qualitative assessment for a given reporting unit or if the initial qualitative assessment indicates that it is more likely than not that t he carrying value of a reporting unit exceeds its estimated fair value, a quantitative test is required.

If additional quantitative testing is performed, an impairment loss is recognized when the amount by which the carrying value of the reporting unit exceeds its fair value, limited to the amount of goodwill at the reporting unit.

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projected revenue growth, EBITDA margin, capital expenditures, weighted average cost of capital, terminal growth rate, and the tax rate.

These key assumptions are determined through evaluation of the Company as a whole, underlying business fundamentals and industry risk.

These key assumptions are determined through evaluation of the reporting unit as a whole, underlying business fundamentals and industry risk.

The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing.

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Goodwill Impairment Testing at October 1, 2025

In the fourth quarter of 2024 at October 1, the Company performed its annual goodwill impairment testing by applying the qualitative assessment to seven of its reporting units and the quantitative assessment to one reporting unit.

In the fourth quarter of 2025, at October 1, the Company performed its annual goodwill impairment testing by applying the qualitative assessment to three of its reporting units and the quantitative assessment to two reporting units.

The Company considered various qualitative factors that would have affected the estimated fair value of the reporting units, and the results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values.

For the reporting units tested under the quantitative assessment, the results indicated that the estimated fair values of the reporting units exceeded its carrying values.

The estimated fair value of the Protection reporting unit within Water & Protection exceeded its carrying value by approximately 5 percent.

Given this level of fair value, the reporting unit is sensitive to changes in the significant assumptions used in the analysis, including projected revenue growth, EBITDA margin, weighted average cost of capital, terminal growth rate and tax rate.

For the reporting units tested under the quantitative assessment, the results indicated that the estimated fair values of the reporting units exceeded their carrying values.

These reporting units are sensitive to changes in the significant assumptions used in the analysis, including projected revenue growth, EBITDA margins, weighted average costs of capital and terminal growth rates.

Goodwill Impairment Testing Q1 2025 Segment Realignment

As part of the Q1 2025 Segment Realignment, the Company assessed and re-defined certain reporting units effective March 1, 2025, including reallocation of goodwill on a relative fair value basis, as applicable, to reporting units impacted.

A combination of quantitative and qualitative goodwill impairment analyses was then performed for reporting units impacted by this new structure.

As a result of the analysis performed after the Q1 2025 Segment Realignment, the Company concluded that the carrying amount of the Aramids reporting unit within the former IndustrialsCo segment exceeded its fair value resulting in a non-cash goodwill impairment charge of $768 million.

The Company’s significant assumptions in the analysis include projected revenue growth, EBITDA margins, weighted average costs of capital and terminal growth rates and projected EBITDA and derived multiples from comparable market transactions for the market approach.

As a result of the first quarter 2025 impairment charges, there is no remaining goodwill within the Aramids reporting unit.

Impairment and Disposals of Long-Lived Assets and Impairment of Indefinite-Lived Intangible Assets

The Company evaluates the carrying value of long-lived assets (collectively the “asset group”) to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable.

The Company tests its indefinite-lived intangible assets for impairment during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below carrying value.

The carrying value of a long-lived asset group is considered impaired when the anticipated future undiscounted cash flows to be derived from the asset group are less than its carrying value.

Indefinite-lived intangible assets are considered impaired when their carrying value exceeds their fair value.

In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset group.

Fair value of the asset group is determined using a combination of a discounted cash flow model and/or market approach.

Long-lived assets to be disposed of by sale, if material, are classified as held for sale and reported at the lower of carrying amount or fair value less cost to sell, and depreciation is ceased.

Long-lived assets to be disposed of other than by sale are classified as held and used until they are disposed of.

Depreciation is recognized over the remaining useful life of the assets.

As part of the 2025 Segment Realignment, the Company identified a triggering event within the Aramids business and assessed the indefinite-lived intangible assets and the long-lived assets of certain groups for impairment, noting no impairments were identified.

During the third quarter of 2025, in connection with the announcement of the Aramids Divestiture and due to the changes in facts and circumstances relevant to potential impairment triggers, the Company performed an impairment analysis on the Aramids business asset group.

As a result of the analysis performed, the Company recorded pre-tax, non-cash impairment charges of $51 million to write-down the value of certain equity method investments.

In addition, the Company determined that the estimated fair value of the Aramids business, less costs to sell, was lower than its carrying value and recorded a $437 million loss from classification to held for sale and a corresponding valuation allowance during the third quarter of 2025.

The Company revised the estimated fair value, less costs to sell, of the Aramids business in the fourth quarter of 2025 and recorded an additional $7 million loss as a result of foreign currency changes among others.

The Company will continue to revise the estimated fair value, less costs to sell, of the Aramids business between signing and the expected closing in 2026 to account for factors such as final selling costs, market changes affecting the seller note, currency fluctuations, and the finalization of the allocation of sales proceeds for tax purposes among others and any updates will impact the valuation allowance.

LONG-TERM EMPLOYEE BENEFITS

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See "Pension Plans and Other Post-Employment Benefits" under the Critical Accounting Estimates section of this report for additional information on determining annual expense.

For 2025, long term employee benefit expense from continuing operations is expected to increase by about $14 million compared to 2024.

For 2026, long term employee benefit expense is expected to increase by about $12 million compared to 2025.

The increase is mainly due to higher expected net periodic benefit costs.

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Longer term, expenditures are subject to considerable uncertainty and may fluctuate significantly.

Public policies may bring higher operating costs as well as greater revenue and margin opportunities.

Legislative efforts to control or limit GHG emissions could affect the Company's energy source and supply choices as well as increase the cost of energy and raw materials derived from fossil fuels.

Such efforts are also anticipated to provide the business community with greater certainty for the regulatory future, help guide investment decisions, and drive growth in demand for low-carbon and energy-efficient products, technologies, and services.

Similarly, demand is expected to grow for products that facilitate adaptation to a changing climate.

However, the current unsettled policy environment in the U.S., where many company facilities are located, adds an element of uncertainty to business decisions, particularly those relating to long-term capital investments.

In addition, significant differences in regional or national approaches could present challenges in a global marketplace.

An effective global climate policy framework will help drive the market changes that are needed to stimulate and efficiently deploy new innovations in science and technology, while maintaining open and competitive global markets.

Environmental Operating Costs

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Changes in the remediation accrual balance are summarized below:

(In millions)

Balance at December 31, 2023 $ 148

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Net change, indemnification 2

Transferred to Qnity 3

Balance at December 31, 2025 $ 119

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This is not inclusive of the environmental accrual related to eligible PFAS costs associated with the MOU of $134 million and $146 million as of December 31, 2025 and 2024, respectively.

Pursuant the Legacy Liabilities Assignment Agreement, certain sites and their respective liabilities were transferred to Qnity on November 1, 2025.

Considerable uncertainty exists with respect to environmental remediation costs, and, under adverse changes in circumstances, the potential liability may range up to $271 million above the amount accrued as of December 31, 2025.

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Capital expenditures for environmental projects, either required by law or necessary to meet the Company’s internal environmental goals, were $7 million for the year ended December 31, 2025.

This amount includes $2 million of expenditures used towards the Company's climate change initiatives.

The Company currently estimates expenditures for environmental-related capital projects to be approximately $12 million in 2025, with less than $3 million estimated for climate change initiatives.

The Company currently estimates expenditures for environmental-related capital projects to be approximately $8 million in 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis