DD

DuPont de Nemours, Inc.

NYSE · MATERIALS · PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS

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How DD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

Risks Relating to the Qnity Distribution, M&M Divestitures, N&B Transaction, the DWDP Distributions and the Aramids Divestiture If the Qnity Distribution, together with certain related transactions, including the cash distribution Qnity made to DuPont prior to the Qnity Distribution, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
DuPont received an opinion of counsel as a condition to the Qnity Distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, the Qnity Distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code”, and such opinion, the “Tax Opinion”).
The Tax Opinion relied on certain facts, assumptions, and undertakings, and certain representations from DuPont and Qnity, regarding the past and future conduct of each of their respective businesses and other matters.
Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the Qnity Distribution and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the Qnity Distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.
If the Qnity Distribution and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.
Generally, corporate taxes resulting from the failure of the Qnity Distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.
Under the Tax Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Tax Matters Agreement”), the responsibility for such taxes may be allocated between DuPont and Qnity under certain circumstances and each of DuPont and Qnity may be obligated to indemnify the other against any such taxes imposed on it.
To the extent that DuPont is responsible for any liability as a result of the failure of the Qnity Distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in subsequent reporting periods.
DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility & Materials business to Celanese and divestiture of the Delrin ® business to TJC (the “M&M Divestitures”), fail to qualify for their intended tax treatment.
Pursuant to the Electronics Tax Matters Agreement, any such additional tax liabilities incurred by DuPont (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage, as defined in the Separation and Distribution Agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Electronics Separation and Distribution Agreement”).
The Applicable Percentage for DuPont is 56 percent and for Qnity is 44 percent.
Pursuant to the Electronics Tax Matters Agreement, such additional tax liabilities described in the preceding two sentences (if any) will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.
Under the Tax Matters Agreement by and among DuPont, N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the DWDP Distributions.
After the DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.
In connection with the DWDP Distributions, DuPont, Dow and Corteva entered into a Tax Matters Agreement, as amended (the “DWDP Tax Matters Agreement”), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.
Pursuant to the Electronics Tax Matters Agreement, any tax liabilities allocated to DuPont pursuant to the DWDP Tax Matters Agreement will be contractually allocated between DuPont and Qnity generally based on their respective Applicable Percentage.
In connection with the DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.
Pursuant to the DWDP Separation and Distribution Agreement, the Employee Matters Agreement, effective as of April 1, 2019, among DuPont, Dow and Corteva, and the DWDP Tax Matters Agreement (collectively, the “Core DWDP Agreements”), as well as the Letter Agreement, effective as of June 1, 2019, between DuPont and Corteva (the “Letter Agreement”), DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the DWDP Distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.
Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses in connection with the DWDP Distributions not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core DWDP Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.
Generally, as described in Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements, losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.
At December 31, 2025, the Company has recorded an indemnification liability related to Stray Liabilities.
Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such estimates are dependent on several factors, including the complexity of the geology; the nature of and activity at specific sites; the type of remedy; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; the outcome of discussions with regulatory agencies and other potentially responsible parties (“PRPs”) at multi-party sites; and the number of, and financial viability of, other PRPs.
Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than our accruals.
At December 31, 2025, the Company had recorded indemnification assets related to Stray Liabilities and other matters.
There can be no assurance that any such third party would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment.
See discussion of the Core DWDP Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.
On January 22, 2021, DuPont, Corteva, EIDP and Chemours entered into a Memorandum of Understanding (the “MOU”), setting forth a cost sharing arrangement related to future eligible PFAS costs.
While the cost sharing arrangement under the MOU related to future PFAS eligible costs reduces uncertainty, the ultimate impact on the Company depends on a number of factors and uncertainties that include, but are not limited to: the achievement, terms and conditions of future agreements, if any, related to the cost sharing arrangement among the parties to the MOU; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations, including under Comprehensive Environmental Response, Compensation and Liability Act; changes in laws and regulations applicable to PFAS chemicals, changes in applicable health advisory levels and in chronic reference doses for PFAS in drinking water; the performance by each of the parties to the MOU of their respective obligations under the cost sharing arrangement.
In connection with the Qnity Distribution, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Qnity.
If DuPont is required to make payments pursuant to these indemnities to Qnity, DuPont may need to divert cash to meet those obligations, and the Company’s financial results could be negatively impacted.
In addition, certain liabilities (including Qnity’s Applicable Percentage of any Legacy Liabilities (as defined in the Electronics Separation and Distribution Agreement)) are allocated to or retained by Qnity through assumption or indemnification of DuPont.
These indemnities may not be sufficient to insure the Company against the full amount of liabilities allocated to or retained by it, and Qnity may not be able to satisfy its indemnification obligations in the future.
The Company’s results of operations could be adversely affected if Qnity cannot or does not perform such obligations.
Pursuant to the Electronics Separation and Distribution Agreement, the Employee Matters Agreement, effective as of November 1, 2025, between DuPont and Qnity, and the Electronics Tax Matters Agreement (collectively, the “Core Electronics Agreements”), DuPont has agreed to assume, and indemnify Qnity for, certain liabilities.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Qnity pursuant to the Core Electronics Agreements and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.
Qnity has agreed to indemnify DuPont for such liabilities; however, such indemnities may not be sufficient to protect it against the full amount of such liabilities or from other remedies, and Qnity may not be able to fully satisfy its indemnification obligations.
In addition, the Electronics Separation and Distribution Agreement and that certain assignment agreement, effective as of November 1, 2025, between DuPont and Qnity (the “Legacy Liabilities Assignment Agreement”) provide that, among other things, each of DuPont and Qnity are responsible for their respective Applicable Percentage of certain legacy and other liabilities (including Legacy Liabilities (as defined in the Corteva Letter Agreement), funding obligations of DuPont under the MOU, legacy PFAS liabilities and liabilities related to businesses and operations of DuPont that were previously discontinued or divested).
However, there can be no assurance that Qnity would have adequate resources to satisfy its obligations in full when due under the Core Electronics Agreements or Legacy Liabilities Assignment Agreement.

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Gone since FY2024

Risks related to the Intended Electronics Separation DuPont may be unable to achieve all the benefits that it expects to achieve from the Intended Electronics Separation, if the Intended Electronics Separation is effected at all.
The success of the Intended Electronics Separation ultimately depends on, among other things, DuPont's ability to internally separate the Electronics business in a manner that facilitates the Intended Electronics Separation on a U.S. federal income tax-free basis and enables the future Electronics company as well as “new” DuPont, as a diversified industrials-focused company, (the “FutureCos” and each, a “FutureCo”), to benefit from increased focus and agility in their respective industries.
DuPont, and each of its businesses, has and continues to benefit from efficiencies through the optimization of its global footprint, leveraging of corporate, procurement and functional services and costs across all of its businesses.
While the Intended Electronics Separation is expected to create dis-synergies, the intent is to stand the FutureCos in a way that is favorably competitive for each FutureCo’s respective industry.
The separation and distribution transactions necessary to effectuate the Intended Electronics Separation will be complex, costly and time-consuming, and are subject to difficulties, uncertainties and unanticipated risks, each of which may diminish the benefits the Company expects to realize from the Intended Electronics Separation.
These include, but are not limited to: • delays, both generally and as a result of failure to satisfy all of the required conditions to the Intended Electronics Separation; • unanticipated developments or changes, including changes in law, macroeconomic environment, market conditions or political or regulatory conditions, including as a result of executive orders; • difficulties in standing the FutureCos and completing the Intended Electronics Separation in an efficient and effective manner to achieve business opportunities and growth prospects; • costs or inefficiencies associated with dis-synergies, including due to increased borrowing costs; • the diversion of management’s attention from ongoing business concerns and performance shortfalls at the Company as a result of the devotion of management’s attention to the Intended Electronics Separation; • the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the Intended Electronics Separation; • unanticipated issues in creating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies; • impact on relationships with employees, suppliers, customers, distributors, licensors and other stakeholders; • tax costs or inefficiencies associated with the Intended Electronics Separation; and • potential negative reactions from the financial markets if the Company fails to complete the Intended Electronics Separation, as currently expected, within the anticipated time frame or at all.
If the Intended Electronics Separation is completed, each of the FutureCos will incur ongoing costs of operating as independent companies that will no longer be shared, and each of the FutureCos will be smaller, less diversified companies with more limited businesses concentrated in their respective industries than DuPont is today.
As a result, the FutureCos may be more vulnerable to changing market conditions, be subject to costs that exceed the Company’s estimates and the Intended Electronics Separation may result in existing shareholders divesting the stock of the FutureCos where investment strategies no longer align, which may affect the market price of the respective FutureCos’ common stock following the consummation of the Intended Electronics Separation.
Each of these risks may diminish the benefits the Company expects to realize from the Intended Electronics Separation.
Further, if the Intended Electronics Separation is ultimately not consummated, the anticipated benefits, operational efficiencies, business opportunities and growth prospects may not be realized fully or at all, or may take longer to realize than expected, and the value of common stock, the revenues, levels of expenses and results of operations of each of the FutureCos may be adversely affected.
In addition, the Company will have incurred costs (which may be significant) without realizing the benefits of such transaction.
The Intended Electronics Separation may adversely impact DuPont’s ability to access the capital markets and its cost of capital.
The Intended Electronics Separation may have the effect of, among other things: • requiring the Company to dedicate significant cash flow to the Company’s debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinance, repayment, redemption, repurchase or exchange of the Company’s outstanding debt, and payment of costs associated with the Intended Electronics Separation, which will reduce funds the Company has available for other purposes; • exposing the Company to interest rate risk at the time of refinancing outstanding debt or on the portion of the Company’s debt obligations that are issued at variable rates; • increasing the borrowing costs associated with the re-allocation or taking on of new debt; and • although the Company expects to maintain investment grade ratings, resulting in downgrades of the Company’s credit ratings leading to increased borrowing costs to the Company.
DuPont’s primary sources of liquidity to finance operations, including stock repurchases and dividends on its common stock, is cash generated by its businesses and access to the debt capital markets.
Further, DuPont is considering potentially repaying, redeeming, repurchasing or exchanging some or all of its senior notes, of which there are about $7.2 billion aggregate principal amount outstanding, with maturities in 2025, 2028, 2038 and 2048.
If the Company’s ability to continue to raise money in the debt capital markets is impaired, or if there is a significant increase in the cost of debt, there may be a significant negative effect on the Company’s liquidity.
If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, it could restrict the Company’s current operations, activities under its current and future stock buyback programs, and the Company’s growth opportunities, which could adversely affect the Company’s operating results.
If the intended distribution of the Electronics FutureCo, together with certain related transactions, were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then DuPont could be subject to significant tax liability.
It is expected that DuPont will receive a tax opinion from Skadden, Arps, Slate, Meagher & Flom LLP, its tax counsel, as a condition to the distribution, in form and substance acceptable to DuPont, substantially to the effect that, among other things, such distribution along with certain related transactions will qualify for non-recognition treatment under the Internal Revenue Code of 1986, as amended (the “Code,” and such opinion, the “Tax Opinion”).
The Tax Opinion is expected to rely on certain facts, assumptions, and undertakings, and certain representations from DuPont and the Electronics FutureCo, regarding the past and future conduct of each of their respective businesses and other matters.
Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service (the “IRS”) could determine on audit that the distribution and/or certain related transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion.
If the distribution and/or certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, it is expected that DuPont could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.
Generally, corporate taxes resulting from the failure of the distribution to qualify for tax-free treatment for U.S. federal income tax purposes would be imposed on DuPont.
Under a tax matters agreement expected to be entered into between DuPont and the Electronics FutureCo, the responsibility for such taxes may be allocated between the FutureCos under certain circumstances and each FutureCo may be obligated to indemnify the other against any such taxes imposed on it.
To the extent that DuPont is responsible for any liability as a result of the failure of the distribution and/or certain related transactions to qualify for non-recognition treatment for U.S. federal income tax purposes, there could be a material adverse impact on DuPont’s business, financial condition, results of operations and cash flows in reporting periods following the Intended Electronics Separation.
Risks Relating to the M&M Divestitures, N&B Transaction and the Dow and Corteva Distributions DuPont could incur additional tax liabilities if certain internal transactions undertaken in connection with the completed divestiture of a majority of the Mobility & Materials business to Celanese and divestiture of the Delrin® business to TJC (the "M&M Divestitures"), fail to qualify for their intended tax treatment.
Under the Tax Matters Agreement by and between DuPont with N&B and IFF, N&B or IFF is generally required to indemnify DuPont for any taxes resulting from the separation of the Nutrition & Biosciences business (and any related costs and other damages) to the extent such amounts resulted from (i) certain actions taken by N&B or IFF involving the capital stock of N&B or IFF or any assets of the N&B group (excluding actions required by the documents governing the proposed transactions), or (ii) any breach of certain representations and covenants made by N&B or IFF.
DuPont is subject to continuing contingent tax-related liabilities of Dow and Corteva following the separations and DWDP Distributions.
After the separations and DWDP Distributions, there are several significant areas where the liabilities of Dow and Corteva may become the Company’s obligations, either in whole or in part.
In connection with the separations and DWDP Distributions, DuPont, Dow and Corteva have entered into a Tax Matters Agreement, as amended (the "DWDP Tax Matters Agreement"), that allocates the responsibility for prior period consolidated taxes among Dow, Corteva and DuPont.
In connection with the separations and DWDP Distributions, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Dow and/or Corteva, as applicable.
Pursuant to the DWDP Separation and Distribution Agreement, the DWDP Employee Matters Agreement, and the DWDP Tax Matters Agreement (collectively, the “Core Agreements”) with Dow and Corteva, as well as the Letter Agreement between DuPont and Corteva, DuPont has agreed to assume, and indemnify Dow and Corteva for, certain liabilities.
Third parties could also seek to hold DuPont responsible for any of the liabilities allocated to Dow and Corteva, including those related to EIDP’s materials science and/or agriculture businesses, or for the conduct of such businesses prior to the distributions, and such third parties could seek damages, other monetary penalties (whether civil or criminal) and/or other remedies.
Additionally, DuPont generally assumes and is responsible for the payment of the Company’s share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DuPont and (ii) certain separation expenses not otherwise allocated to Corteva or Dow (or allocated specifically to it) pursuant to the Core Agreements, and third parties may seek to hold it responsible for Dow’s or Corteva’s share of any such liabilities.
Generally, as described in Litigation, Environmental Matters and Indemnifications, losses from liabilities related to discontinued and/or divested operations and businesses of EIDP that are not primarily related to its agriculture business or specialty products business, (“Stray Liabilities”), are allocated to or shared by each of Corteva and DuPont.
At December 31, 2024, the Company has recorded an indemnification liability related to Stray Liabilities.
Estimating indemnified costs of environmental remediation and compliance activities is particularly difficult since such activities are dependent on the nature of and activity at specific sites; new and evolving analytical, operating and remediation technologies and techniques; agreed action plans; changes in environmental regulations; permissible levels of specific compounds in water, air or soil; enforcement theories and policies, including efforts to recover natural resource damages; and the presence and financial viability of other potentially responsible parties.
At December 31, 2024, the Company had recorded indemnification assets related to Stray Liabilities and other matters.
Although the Company believes it is remote, there can be no assurance that any such third-party would have adequate resources to satisfy its indemnification obligation when due, or, would not ultimately be successful in claiming defenses against payment.
See discussion of the Core Agreements in Note 4 to the Consolidated Financial Statements and Litigation, Environmental Matters and Indemnifications in Note 16 to the Consolidated Financial Statements.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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