01—Abstract
Summary
Summary of the 8-K filed September 16, 2025. Cited figures are marked; the original filing is the authoritative source.
On September 16, 2025, DuPont de Nemours, Inc. (NYSE: DD) announced an amendment to its previously announced offers to exchange any and all of its outstanding 4.725% Notes due 2028 ($2,250,000,000a), 5.319% Notes due 2038 ($1,000,000,000) and 5.419% Notes due 2048 ($2,150,000,000) for new notes to be issued by DuPont.
Concurrently, DuPont is soliciting consents from eligible holders of each series to adopt proposed amendments to the indentures governing the Existing Notes. The exchange offers and consent solicitations are described in an Offering Memorandum and Consent Solicitation Statement dated September 2, 2025, as supplemented on September 15, 2025. The key change is that, after the Early Participation Date, all tendering holders who tender before the Expiration Date will receive the Total Consideration, which previously was available only to those who tendered by the Early Participation Date.
Total Consideration equals $950b principal amount of New Notes plus a $50 principal amount early participation payment in New Notes and $2.50 in cash per $1,000 of Existing Notes. As of 5:00 p.m. New York City time on September 15, 2025, the requisite consents were received for the 2028 Notes, and DuPont executed a supplemental indenture for those notes; the proposed amendments for the 2028 Notes become operative only when the New Notes are issued and the Early Participation Payment is paid on the settlement date.
The Exchange Offers are scheduled to expire at 5:00 p.m. New York City time on September 30, 2025, unless extended or terminated. If requisite consents are not received for the 2038 or 2048 Notes, DuPont expects to waive the 50.1% Minimum Tender Condition and accept tendered notes up to sublimits of $400,000,000c (2038 Notes) and $860,000,000 (2048 Notes), subject to proration.
Any shortfall relative to the sublimits is expected to be addressed by redeeming up to an equivalent amount of New 2028 Notes and/or outstanding 2028 Notes after the consummation of the Intended Electronics Separation, together with the $900,000,000d special mandatory redemption provisions under the New 2028 Notes. The New Notes have not been registered under the Securities Act.
02—Key points
Key Highlights
- Exchange offers cover all of the outstanding 4.725% Notes due 2028 ($2.25 billion), 5.319% Notes due 2038 ($1.00 billion) and 5.419% Notes due 2048 ($2.15 billion) for new DuPont notes.
- Tendering holders after the Early Participation Date will now receive the Total Consideration of $950 principal amount of New Notes plus the early participation payment of $50 principal amount of New Notes and $2.50 in cash per $1,000 of Existing Notes.
- Requisite consents were received for the 2028 Notes as of September 15, 2025, and a supplemental indenture was executed, though its proposed amendments become operative only upon issuance of New Notes and payment of the early participation payment.
- Withdrawal rights for the 2028 Notes expired September 15, 2025, while withdrawal rights for the 2038 and 2048 Notes were extended to 5:00 p.m. New York City time on September 17, 2025.
- If consents for the 2038 or 2048 Notes are not received, DuPont expects to waive the 50.1% Minimum Tender Condition and accept up to $400 million (2038 Notes) and $860 million (2048 Notes), subject to proration.
- Any shortfall versus the exchange sublimits may be addressed by redeeming up to an equal amount of New 2028 Notes and/or outstanding 2028 Notes after the Intended Electronics Separation.
- The exchange offers expire September 30, 2025, unless extended or terminated, and the New Notes are not registered under the Securities Act.
03—Questions
Frequently Asked Questions
What changed in the exchange offers announced on September 16, 2025?
DuPont amended the consideration for Existing Notes tendered after the Early Participation Date, so that all eligible holders who tender before the Expiration Date receive the Total Consideration, which previously applied only to tenders made by the Early Participation Date.
What do holders receive for tendering their notes?
Per $1,000 principal amount of Existing Notes, holders receive $950 principal amount of New Notes as Exchange Consideration. Those tendering by the Early Participation Date also received an early participation payment of $50 principal amount of New Notes and $2.50 in cash, and under the amendment this Total Consideration is now available to all tendering holders before the Expiration Date.
What is the deadline for tendering and withdrawing notes?
The exchange offers are scheduled to expire at 5:00 p.m. New York City time on September 30, 2025, unless extended or terminated. Withdrawal rights for the 2028 Notes expired at 5:00 p.m. New York City time on September 15, 2025, while withdrawal rights for the 2038 and 2048 Notes were extended to 5:00 p.m. New York City time on September 17, 2025.
What happens if the 2038 or 2048 Notes do not receive enough consents?
DuPont expects to waive the 50.1% Minimum Tender Condition and accept tendered notes of that series up to the applicable sublimit: $400,000,000 for the 2038 Notes and $860,000,000 for the 2048 Notes, subject to proration if tenders exceed the sublimit.
Are the New Notes registered for sale to the public?
No. The New Notes have not been registered with the SEC under the Securities Act or under any state or foreign securities laws, and may not be offered or sold in the United States or to U.S. persons except under an exemption or in a transaction not subject to registration.
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