Q 8-K Current Reports

Qnity Electronics 8-K Report, Financial Results (Nov 4, 2026)

Qnity Electronics 8-K Report, Corporate Update (Sep 10, 2026)

Qnity Electronics, Inc. (Q) filed this Form 8-K on September 10, 2026 under Item 8.01 (Other Events) to disclose a settlement involving its former parent-related entities. DuPont de Nemours, Inc., The Chemours Company, and Corteva Inc. with its subsidiary EIDP, Inc. announced that they entered into a Settlement Agreement with the State of North Carolina and certain municipalities. The settlement resolves claims relating to PFAS and other emissions from the Fayetteville Works facility, as well as State of North Carolina claims tied to PFAS contamination unrelated to that facility. The filing states that in the second quarter of 2026, the Company established an indemnification liability of $43 million, which remains unchanged. This amount represents the Applicable Qnity Percentage, the portion for which the Company has been contractually allocated and is required to directly pay or indemnify DuPont, of 44% of DuPont's after-tax liability for the Settlement. The filing also describes an agreement among Chemours, Corteva and DuPont regarding the 2021 Memorandum of Understanding (MOU) limit. The Settlement and future litigation settlements will be counted against that limit at net present value, treated as payable in equal annual installments over 25 years and discounted at an 8% rate. In addition, all future contributions to the MOU escrow account will be considered satisfied by payments under the New Jersey and North Carolina settlements, including the escrow contribution that would have been due in September 2026.

Qnity Electronics 8-K Report, Executive Changes (Aug 21, 2026)

Qnity Electronics, Inc. (NYSE: Q) announced on August 21, 2026 that Ken Rizvi has been appointed Senior Vice President and Chief Financial Officer, effective October 1, 2026. Michael Goss, currently Interim Chief Financial Officer, will step down from that role on the effective date and serve as Vice President, Finance & Controllership and Principal Accounting Officer. The filing is primarily a leadership transition disclosure rather than a report of financial results. Mr. Rizvi, age 51, most recently served as SVP and CFO of Synaptics, a position he has held since July 2024. Earlier roles include SVP and CFO of Penguin Solutions, Inc. (previously SMART Global Holdings) from February 2021 to June 2024, and prior CFO positions at UTAC Holdings Ltd. and Isola Group, along with senior finance roles at Micron Technology and ON Semiconductor. The filing describes a compensation package including a $600,000 annual base salary, a 90% target short-term incentive, and a $10.0 million equity buyout award split 60% restricted stock units and 40% performance stock units, plus a $5.5 million 2026 annual long-term incentive award. For investors, the key points are the continuity of finance leadership under a new permanent CFO and the scale of the sign-on equity buyout, which is designed to replace forfeited awards from his prior employer. The filing also notes that Mr. Rizvi's appointment was not made under any arrangement with another person, and that no related-party transactions requiring disclosure exist.

Qnity Electronics 8-K Report, Financial Results (Aug 4, 2026)

Qnity Electronics, Inc. (NYSE: Q) reported second quarter 2026 results on August 4, 2026, furnished under Item 2.02 of Form 8-K via Exhibit 99.1, a press release that also raised full-year 2026 financial guidance. Net sales were $1,429 million, up 22% year-over-year on an organic basis, with Semiconductor Technologies at $744 million and Interconnect Solutions at $685 million. The company described this as its ninth consecutive quarter of profitable growth. GAAP net income fell to $136 million from $198 million, down 31%, and GAAP diluted EPS was $0.59 versus $0.90, down 34%. Interest expense of $61 million in the quarter, which the filing shows began in 2026, was a key drag on GAAP earnings, while non-GAAP measures improved sharply. Non-GAAP results were stronger. Adjusted Operating EBITDA was $431 million, up 24% from the pro forma prior-year figure of $347 million, and Adjusted Earnings were $250 million, up 53%. Adjusted EPS was $1.19, up 53% from $0.78 on a pro forma basis. Q2 GAAP transformation, integration and other charges were $42 million, primarily IT independence costs of approximately $24 million. Six-month operating cash flow was $376 million, versus $480 million a year earlier, and capital expenditures rose to $212 million from $153 million. Cash and cash equivalents were $961 million at June 30, 2026. For full-year 2026, Qnity raised guidance to net sales of $5.55 billion to $5.65 billion, Adjusted Operating EBITDA of $1.675 billion to $1.725 billion, Adjusted EPS of $4.40 to $4.60, and Adjusted Free Cash Flow of $600 million to $700 million. Investors should note that the company's non-GAAP measures exclude significant items, amortization of intangibles, and indirect legacy costs from DuPont spin-off arrangements, and that the company did not provide a reconciliation of forward-looking non-GAAP guidance to GAAP.

Qnity Electronics 8-K Report, Material Agreement (Jul 1, 2026)

Qnity Electronics, Inc. (Q) reported in this Current Report on Form 8-K, filed July 1, 2026, that on July 1, 2026 (the "Closing Date") it entered into Repricing Amendment No. 1 to its Credit Agreement, dated as of October 31, 2025, with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. The amendment repriced all $2,338,250,000 of Term Loans outstanding immediately before the Closing Date. Under the amendment, the interest rate on the Term Loans falls from Term SOFR plus a 2.00% margin (Base Rate Loans at 1.00%) to Term SOFR plus a 1.75% margin (Base Rate Loans at 0.75%). The repriced Term Loans carry a 1.00% premium on certain prepayments, repayments, and amendments constituting a "Repricing Event" occurring on or before the date six months after the Closing Date. The filing states that the amendment did not materially change other terms, so maturity, prepayment, security, covenants and events of default remain as described in Note 14 of the company's 2025 Form 10-K. The filing is a notice of a material definitive agreement and direct financial obligation (Items 1.01 and 2.03). The full amendment is filed as Exhibit 10.1.

Qnity Electronics 8-K Report, Shareholder Vote Results (May 22, 2026)

Qnity Electronics, Inc. reported the final voting results from its annual meeting of stockholders, held on May 21, 2026. Stockholders elected three Class I directors, Karin De Bondt, Byron Green, and Jon Kemp, each to a two-year term ending at the 2028 annual meeting. Each nominee received more votes for than against, with Jon Kemp receiving the most votes for (142,101,132) and the fewest against (677,805). Stockholders also approved, on an advisory basis, the compensation of the company's named executive officers, with 136,385,611 votes for, 6,156,323 against, and 474,707 abstentions. In a separate advisory vote on how often to hold such say-on-pay votes, 140,248,870 votes favored every 1 year, compared with 2,111,361 for every 3 years and 289,836 for every 2 years. Consistent with the Board's prior recommendation, the Board determined that future advisory votes on named executive officer compensation will be held annually until the next required frequency vote. Finally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026, with 169,537,600 votes for, 810,793 against, and 296,680 abstentions. The filing reports only these governance outcomes and contains no financial results or guidance.

Qnity Electronics 8-K Report, Financial Results (May 12, 2026)

Qnity Electronics, Inc. (NYSE: Q) reported first quarter 2026 results on May 12, 2026, as disclosed in an 8-K furnishing a press release (Exhibit 99.1) under Item 2.02. Net sales were $1.315 billion, up from $1.118 billion in Q1 2025, with Semiconductor Technologies at $722 million and Interconnect Solutions at $593 million. GAAP net income was $162 million versus $199 million a year earlier, and GAAP diluted EPS was $0.72 versus $0.92. Adjusted Operating EBITDA was $411 million, compared with $336 million on a pro forma basis for Q1 2025, and Adjusted EPS was $1.08 versus $0.81 pro forma. The company described the quarter as its eighth consecutive quarter of strong profitable organic growth, with double-digit gains in both segments. Qnity raised its full-year 2026 guidance across all metrics: net sales of $5.225 billion to $5.375 billion, Adjusted Operating EBITDA of $1.535 billion to $1.625 billion, Adjusted EPS of $3.80 to $4.14, and Adjusted Free Cash Flow of $500 million to $600 million. Investors should note that the company's GAAP net income declined year over year, largely because interest expense of $61 million was incurred in Q1 2026 versus none in Q1 2025, and transformation and IT independence costs ($28 million in Q1 2026) were excluded from non-GAAP measures. Cash provided by operating activities was $135 million, capital expenditures were $122 million, and Adjusted Free Cash Flow was $28 million for the quarter. The filing states that the information is furnished rather than filed for purposes of Section 18 of the Exchange Act. Cash and cash equivalents stood at $857 million at March 31, 2026, and long-term debt was $4.000 billion.

Qnity Electronics 8-K Report, Financial Results (Feb 26, 2026)

Qnity Electronics, Inc. (NYSE: Q) reported fourth-quarter and full-year 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For full year 2025, net sales were $4.75 billion, up 10% year-over-year, with organic sales also up 10%. GAAP net income was $729 million, up 1% year-over-year, while Adjusted Pro Forma Earnings were $703 million, up 13%. GAAP diluted EPS was $3.30 and Adjusted Pro Forma EPS was $3.35, up 12%. Adjusted Pro Forma Operating EBITDA reached $1.4 billion, up 11%. Fourth-quarter GAAP net income fell to $109 million from $221 million a year earlier, and Q4 diluted EPS was $0.48 versus $1.02. The company provided full-year 2026 guidance: net sales of $4.97 billion to $5.17 billion, Adjusted Operating EBITDA of $1.465 billion to $1.575 billion, Adjusted EPS of $3.55 to $3.95, and adjusted free cash flow of $450 million to $550 million. It also announced a multi-year transformation plan expected to deliver approximately $100 million in Adjusted Operating EBITDA run-rate benefit by the end of 2028, at an estimated cost of about $140 million over the next two to three years. The Board authorized repurchases of up to $500 million of common stock with no expiration date. The release describes the company's spin-off from DuPont de Nemours, Inc. as completed in November 2025. Balance sheet items show long-term debt of $4.00 billion at year-end 2025, up from none a year earlier, and cash and cash equivalents of $915 million.

Qnity Electronics 8-K Report, Financial Results (Jan 16, 2026)

Qnity Electronics, Inc. (NYSE: Q) filed this Form 8-K on January 16, 2026 to disclose a chief financial officer transition and to reaffirm its full year 2025 guidance. Matthew Harbaugh resigned as Chief Financial Officer due to health reasons, effective January 12, 2026. The filing states that his departure was not related to the Company's consolidated financial statements, financial reporting, or internal controls over financial reporting. Michael Goss, the Company's Principal Accounting Officer and Controller, became Interim Chief Financial Officer and the Company will conduct a search for a permanent replacement. In the same release, the Company reaffirmed its full year 2025 guidance of Net Sales of approximately $4.7 billion and Adjusted Pro Forma Operating EBITDA of approximately $1.4 billion, as previously provided on November 6, 2025. The guidance is preliminary: it is subject to completion of the year-end financial close, has not been reviewed by the independent auditors, and actual results reported in the Form 10-K may differ materially. The Adjusted Pro Forma Operating EBITDA figure reflects recurring stand-alone public company costs of approximately $96 million expected annually after the spin-off. The Company plans to hold its fourth quarter and full year 2025 earnings call on Thursday, February 26, 2026, at 8:00 a.m. ET, where leadership will review results and provide a business update.

Qnity Electronics 8-K Report, Executive Changes (Dec 9, 2025)

Qnity Electronics, Inc. (NYSE: Q) disclosed in this Form 8-K that Sang Ho Kang has ceased serving as President of the Semiconductor Technologies segment effective December 9, 2025. Sam Ponzo, the Company's Chief Strategy and Commercial Officer, will serve as Interim President of the segment while the Company searches for a permanent replacement. The filing states that Mr. Kang's departure was not related to the Company's consolidated financial statements, financial reporting, or internal controls over financial reporting. He will be eligible for severance under the Senior Executive Severance Plan, subject to signing and not revoking a standard release. The filing also sets the date of the Company's first Annual Meeting of Stockholders as May 21, 2026, and lays out shareholder deadlines. Under the Bylaws, director nominations and other proposals not included in the proxy materials must be received between January 22, 2026 and February 21, 2026. Proxy access nominations under Rule 14a-18 are due by January 22, 2026. Stockholder proposals under Rule 14a-8 for inclusion in the proxy materials are due by December 19, 2025. A press release dated December 9, 2025 announcing Mr. Ponzo's appointment is furnished as Exhibit 99.1. The release describes Mr. Ponzo as having close to three decades of strategic business management experience, including more than 25 years at DuPont, and says Qnity will conduct a comprehensive search for the permanent position.

Qnity Electronics 8-K Report, Corporate Update (Dec 4, 2025)

Qnity Electronics, Inc. (Q) disclosed in this Form 8-K, filed December 4, 2025, the results of a determination it had previously said it would make following its spin-off from DuPont de Nemours, Inc. on November 1, 2025. On December 2, 2025, Qnity and DuPont determined and agreed, under the Separation and Distribution Agreement dated as of November 1, 2025, that the Applicable Percentage of Qnity is 44%. The filing states that this 44% Applicable Percentage results in a Minimum EBITDA in respect of Qnity of $1,100,000,000 (i.e., $1.10 billion). The Minimum EBITDA term is defined by reference to a Letter Agreement dated as of June 1, 2019, between DuPont (f/k/a DowDuPont Inc.) and Corteva, Inc. The filing is a brief Item 8.01 (Other Events) disclosure. It does not state any further operational, financial results, or guidance information, so the primary investor takeaway is the defined Applicable Percentage and Minimum EBITDA figure that now applies to Qnity under its separation arrangements.

Qnity Electronics 8-K Report, Financial Results (Nov 6, 2025)

Qnity Electronics, Inc. (NYSE: Q) filed this Form 8-K under Item 2.02 to furnish a press release providing a business update and estimated results for the third quarter of 2025, issued November 6, 2025, following its spin-off from DuPont de Nemours, Inc. The spin was completed November 1, with regular-way trading beginning November 3. Estimated third quarter net sales were $1.3 billion, up 11% from the prior year period, driven by increased AI demand across advanced nodes, advanced packaging, and thermal management solutions. Estimated GAAP net income was approximately $220 million, and Pro Forma and Management Adjusted Net Income was $155 million. Estimated Adjusted Pro Forma Operating EBITDA was approximately $370 million, up about 6%, with a margin of approximately 29%. The company stated these preliminary figures are unaudited estimates that may differ materially from its Form 10-Q results. For full year 2025, the company raised its estimated net sales to approximately $4.7 billion from approximately $4.6 billion, while reaffirming estimated Adjusted Pro Forma Operating EBITDA of approximately $1.4 billion and a margin of approximately 30%. Estimated 2025 GAAP net income is approximately $800 million and Pro Forma and Management Adjusted Net Income is approximately $540 million. The company noted that 2025 estimates are on a projected standalone basis, while 2024 figures derive from carve-out combined financial statements. Qnity also stated it has joined the S&P 500 under the Information Technology sector and will provide detailed reconciliations and final third quarter results in its Form 10-Q, expected in a few weeks.

Qnity Electronics 8-K Report, Material Agreement (Nov 3, 2025)

On November 1, 2025, DuPont de Nemours, Inc. completed the separation of its Electronics business, Qnity Electronics, Inc., through a pro rata dividend in-kind of Qnity common stock to DuPont shareholders of record as of October 22, 2025. Qnity became an independent, publicly traded company effective as of 12:03 a.m. on November 1, 2025, and its common stock began regular way trading on the New York Stock Exchange under the symbol "Q" on November 3, 2025. The filing describes the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Cross-License Agreement, Transition Services Agreements, and Legacy Liabilities Assignment Agreement with DuPont, as well as a Legacy Liabilities allocation tied to the Corteva Letter Agreement, under which Qnity's share will be determined after the Distribution. Qnity entered into a credit agreement dated October 31, 2025, providing senior secured credit facilities, including a revolving facility and a term loan facility, with pricing based on term SOFR or base rate plus margins. The revolver requires a consolidated first lien net leverage ratio not to exceed 4.50:1.00, subject to a 0.50:1.00 increase following certain material acquisitions. On August 15, 2025, Qnity issued $1.0 billion of 5.750% senior secured notes due 2032 and $750 million of 6.250% senior unsecured notes due 2033. Proceeds were used, together with the credit facilities and cash on hand, to fund a cash distribution to DuPont of approximately $4.122 billion. Leadership changes accompany the separation: Mark A. Blinn was named non-executive Chairperson of the Board effective November 1, 2025, Jon D. Kemp serves as Chief Executive Officer per the press release, and Michael Goss was appointed Vice President, Controller and principal accounting officer. The company's press release states that Qnity will join the S&P 500 and reports more than 10,000 employees, 39 manufacturing sites and 17 R&D facilities.

Qnity Electronics 8-K Report, Bylaw Amendment (Oct 15, 2025)

On October 15, 2025, DuPont de Nemours, Inc.'s board approved the spin-off of its Electronics business into an independent public company, Qnity Electronics, Inc. (Q). DuPont stockholders of record on October 22, 2025 will receive one share of Qnity common stock for every two DuPont shares held, with cash in lieu of fractional shares. The distribution is expected on November 1, 2025, and the transaction is intended to be tax-free to DuPont stockholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. Qnity's board also declared a cash dividend of approximately $4.122 billion, plus a pre-funded interest deposit of approximately $66 million, payable to DuPont on October 31, 2025. Qnity expects to incur about $4.1 billion of indebtedness in connection with the spin-off and cash distribution, consisting of $1.0 billion of 5.750% senior secured notes due 2032, $750 million of 6.250% senior unsecured notes due 2033, and a $2.35 billion senior secured term loan facility. The filing also reports that the certificate of incorporation was amended and restated effective October 13, 2025, authorizing preferred stock, and that it is expected to be further amended before the separation. The information statement describes Qnity as a leading global provider of electronics materials, with 2024 net sales of $4,335 million (up 7% year over year), organized into Semiconductor Technologies ($2.5 billion) and Interconnect Solutions ($1.9 billion) segments. Qnity expects to pay a quarterly dividend after the distribution, at approximately 10% of annual net income, subject to board discretion. Trading timeline: when-issued trading under "Q WI" is expected to begin October 27, 2025 and end October 31, 2025, with regular-way trading under "Q" on the NYSE expected to begin November 3, 2025. DuPont will continue to trade under "DD" after the distribution.