01—Abstract
Summary
Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 1, 2025, DuPont de Nemours, Inc. completed the separation of its Electronics business into a separate, independent public company, Qnity Electronics, Inc., through a pro rata dividend in-kind of Qnity common stock to DuPont shareholders of record as of October 22, 2025.
In connection with the separation, Qnity declared a cash dividend to DuPont of approximately $4.122 billiona. This 8-K furnishes unaudited pro forma consolidated financial statements under Article 11 of Regulation S-X (Exhibit 99.1) giving effect to the separation and related capital structure transactions. The pro forma balance sheet as of June 30, 2025 shows total assets moving from $36,559 million as reported to $22,622 million pro forma, and long-term debt moving from $5,326 million to $3,188 million, while cash and cash equivalents decline from $1,837 million to $1,016 million.
To reshape its capital structure, DuPont issued new notes in October 2025 and entered into a Transaction Support Agreement on November 3, 2025 with holders of $649 millionb (approximately 83.9%) of its 2038 Notes and $1,118 million (approximately 60.25%) of its 2048 Notes. Those holders agreed to support consent solicitations to amend the indentures to permit the separation and the proposed sale of the aramids business, and to tender $1,029 million of 2048 Notes into a tender offer for up to $739 million at par plus accrued interest. The company states that after these transactions, the special mandatory redemption of the New Notes, and repayment of its 4.493% Notes due 2025, it will have repaid approximately $4.0 billion of senior notes, with total refinancing expenses of approximately $168 million.
The pro forma statements do not reflect the pending aramids divestiture to Arclin, which the company agreed to on August 29, 2025. The pro forma statements of operations show net loss from continuing operations attributable to common stockholders of $(539) million for the six months ended June 30, 2025 and net income of $94 millionc for the year ended December 31, 2024 on a pro forma basis. The filing also states that the Applicable Qnity Percentage, which allocates legacy liabilities, is illustratively 44% and will be determined after the distribution.
02—Key points
Key Highlights
- Completed separation of the Electronics business into Qnity Electronics, Inc. on November 1, 2025, via a pro rata dividend in-kind to DuPont shareholders of record as of October 22, 2025.
- Qnity declared a cash distribution to DuPont of approximately $4.122 billion in connection with the separation.
- Pro forma total assets as of June 30, 2025 decline to $22,622 million from $36,559 million as reported; pro forma long-term debt falls to $3,188 million from $5,326 million.
- Transaction Support Agreement signed November 3, 2025 with holders of about 83.9% of the 2038 Notes and 60.25% of the 2048 Notes to support consent solicitations and a tender offer for up to $739 million of 2048 Notes.
- DuPont expects to have repaid approximately $4.0 billion of senior notes, with total refinancing expenses of approximately $168 million, excluding swap termination expenses.
- Special mandatory redemption of $900 million New 2028 Notes, approximately $226 million New 2038 Notes and approximately $295 million New 2048 Notes is required.
- Pro forma statements exclude the pending sale of the aramids business (Kevlar and Nomex) to Arclin, and the Applicable Qnity Percentage is illustratively 44% pending final determination.
03—Questions
Frequently Asked Questions
What did DuPont complete on November 1, 2025?
DuPont completed the separation of its Electronics business into a separate, independent public company, Qnity Electronics, Inc., through a pro rata dividend in-kind of Qnity common stock to DuPont common stockholders of record as of October 22, 2025.
How much cash did DuPont receive from Qnity in connection with the separation?
Qnity declared a dividend to DuPont of approximately $4.122 billion, inclusive of $22 million of costs related to Qnity's notes issuance, plus $66 million of pre-funded interest on the Qnity notes through March 31, 2026.
What is the purpose of the Transaction Support Agreement and tender offer?
The Transaction Support Agreement, entered November 3, 2025, secures support from noteholders for consent solicitations that would amend the indentures of the 2038 and 2048 Notes to expressly permit the Electronics Separation and the proposed sale of the aramids business. Supporting holders also agreed to tender $1,029 million of 2048 Notes into a tender offer to purchase for cash up to $739 million at $1,000 per $1,000 principal amount plus accrued interest.
What does the pro forma financial information show about DuPont's capital structure?
On a pro forma basis as of June 30, 2025, long-term debt is $3,188 million compared with $5,326 million as reported, and short-term borrowings are reduced to zero from $1,849 million. Total liabilities decline to $7,774 million from $13,043 million, and total DuPont stockholders' equity is $14,682 million pro forma versus $23,064 million as reported.
Does the pro forma information reflect the pending aramids divestiture?
No. The unaudited pro forma consolidated statements do not give effect to the intended sale of the aramids business (Kevlar and Nomex) to Arclin, which DuPont agreed to on August 29, 2025, subject to customary closing conditions including certain regulatory approvals.
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