01—Abstract
Summary
Summary of the 8-K filed November 19, 2025. Cited figures are marked; the original filing is the authoritative source.
DuPont de Nemours, Inc. reported that its consent solicitations for the 5.319%a Notes due 2038 and 5.419% Notes due 2048 succeeded.
The requisite consents were received by the November 7, 2025 expiration date, and a Fifth Supplemental Indenture dated November 7, 2025 became operative on November 19, 2025. The amendments were made to the indentures governing each series of the Notes, with U.S. Bank Trust Company, National Association serving as trustee. Separately, DuPont announced early results of its tender offer for up to $739,256,000b aggregate principal amount of its 5.419% Notes due 2048, subject to proration.
Of the $1,855,219,000c of these notes outstanding, $936,618,000 were validly tendered at or prior to the November 17, 2025 early tender date. Because tenders exceeded the maximum amount, DuPont accepted $739,256,000 on a prorated basis, using an approximate proration factor of 78.9627%. Holders whose notes were accepted receive $1,000 per $1,000 principal amount plus accrued interest.
DuPont paid for the accepted notes on November 19, 2025, and the offer remains open until December 3, 2025 unless extended or terminated. DuPont stated that, after completing the tender offer, it will repay its 4.493% Notes due 2025 at maturity and complete a special mandatory redemption of $900,000,000d of 4.725% Notes due 2028, $225,963,000 of 5.319% Notes due 2038, and $294,781,000 of 5.419% Notes due 2048, all issued on October 2, 2025. DuPont said these steps will achieve its intended post-Electronics separation capital structure by repaying approximately $4.0 billion of senior notes in aggregate principal amount.
02—Key points
Key Highlights
- Consent solicitations for the 2038 and 2048 Notes received the requisite consents by the November 7, 2025 expiration date, and the Fifth Supplemental Indenture became operative on November 19, 2025.
- Early tender results: $936,618,000 of 5.419% Notes due 2048 were validly tendered by November 17, 2025, against a maximum tender amount of $739,256,000.
- Accepted notes were purchased on a prorated basis at an approximate proration factor of 78.9627%, at a consideration of $1,000 per $1,000 principal amount plus accrued interest.
- Payment for the accepted 2048 Notes was made on November 19, 2025. The tender offer continues until 5:00 p.m. New York City time on December 3, 2025, unless extended or terminated.
- DuPont plans to repay its 4.493% Notes due 2025 at maturity and make a special mandatory redemption of $900,000,000 of 4.725% Notes due 2028, $225,963,000 of 5.319% Notes due 2038, and $294,781,000 of 5.419% Notes due 2048.
- DuPont states these actions will complete its intended post-Electronics separation capital structure by repaying approximately $4.0 billion of senior notes in aggregate principal amount.
03—Questions
Frequently Asked Questions
What did the consent solicitations accomplish?
DuPont received the requisite consents by 5:00 p.m. New York City time on November 7, 2025, to adopt proposed amendments to the indentures for its 5.319% Notes due 2038 and 5.419% Notes due 2048. The Fifth Supplemental Indenture giving effect to those amendments became operative on November 19, 2025.
How much of the 2048 Notes did DuPont buy back, and at what price?
DuPont accepted $739,256,000 aggregate principal amount of its 5.419% Notes due 2048, the maximum tender amount, on a prorated basis. Holders received $1,000 per $1,000 principal amount validly tendered and accepted, plus accrued and unpaid interest to the November 19, 2025 settlement date. Validly tendered notes totaled $936,618,000 at the early tender date.
Why were tendered notes prorated?
Validly tendered 2048 Notes at or prior to the early tender date exceeded the $739,256,000 maximum tender amount. DuPont therefore accepted notes on a prorated basis at an approximate proration factor of 78.9627% and will not purchase additional 2048 Notes after the early tender date.
Is the tender offer still open, and what happens next?
The tender offer continues to expire at 5:00 p.m. New York City time on December 3, 2025, unless DuPont extends it or terminates it earlier. Following completion, DuPont plans to repay its 4.493% Notes due 2025 at maturity and redeem specified 2028, 2038 and 2048 Notes issued on October 2, 2025 through a special mandatory redemption.
What is the overall impact on DuPont's debt?
DuPont states that these transactions will achieve its intended post-Electronics separation capital structure by repaying approximately $4.0 billion aggregate principal amount of its senior notes.
04—Continue