--- ticker: DD company: DD filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 2 risks_removed: 3 risks_modified: 6 risks_unchanged: 15 source: SEC EDGAR url: https://riskdiff.com/dd/2026-vs-2025/ markdown_url: https://riskdiff.com/dd/2026-vs-2025/index.md generated: 2026-06-01 --- # DD: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 2 | | Risks removed | 3 | | Risks modified | 6 | | Unchanged | 15 | --- ## New in Current Filing: The timing and outcome of the Aramids Divestiture is subject to risk and uncertainties. The Aramids Divestiture is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals. Factors that could affect DuPont's ability to realize the anticipated benefits from the Aramids Divesture include, but are not limited to: (i) the parties' ability to meet expectations regarding the timing, completion (if at all), accounting and tax treatment of the proposed transaction, including (x) any failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies that could impact the value, timing or pursuit of the proposed transaction, and (z) risks and costs and pursuit and/or implementation, timing and impacts to business operations of the separation of business lines in scope for the proposed transaction; and (ii) the impact of the Aramids Equity Consideration on DuPont's results of operations. --- ## New in Current Filing: Risks related to recent trade disputes, responsive actions, investigations by foreign governments, regulations and policies could have an adverse impact on our operations and reduce the competitiveness or availability of our products relative to local and global competitors. Trade regulations, policies and disputes as well as geopolitical changes and trends such as populism, protectionism and economic nationalism can and have resulted in increased tariffs and trade barriers, which can and have limited DuPont's ability to sell certain products to certain customers, and have otherwise impacted its global supply and distribution chains and research and development activities. The extent, duration or escalation in specific trade tensions, such as between the U.S. and China, or in the global trade conflict more broadly, could be harmful to global economic growth, increase market uncertainty and volatility and adversely impact the Company's business in or with China or other countries. The resulting impact on general economic conditions and on DuPont's business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and DuPont's ability to change its supply chains or otherwise execute its sourcing model to offset the effects of the tariffs and other trade barriers. In addition, the Company is subject to export control and economic sanctions laws and regulations that restrict the delivery of some products and services to certain countries (and nationals thereof), to certain end users, and for certain end uses. These restrictions have and may in the future prohibit the transfer of certain of DuPont's products, services and technologies, and have and may in the future require us to obtain a license from the U.S. government before delivering the controlled item or service. Obtaining export licenses may be difficult, costly and time-consuming, and DuPont may fail to receive licenses it applies for on a timely basis or at all. The Company must also comply with export control and economic sanctions laws and regulations imposed by other countries. DuPont's export and trade control compliance program may be ineffective or circumvented, exposing us to legal liabilities. Compliance with these laws could significantly limit the Company's sales in the future. Ultimately, changes in, and responses to, U.S. trade controls have the potential to reduce the competitiveness of DuPont products and cause sales to decline, which could have a material adverse effect on the Company's business, financial condition and results of operations. Such risks may be especially exacerbated as they relate to China and Hong Kong, a market that represented approximately 10 percent of the Company's consolidated net sales for the year ended December 31, 2025. On April 4, 2025, the Company announced that it was aware of a report that the State Administration for Market Regulation of the People's Republic of China ("SAMR") initiated an investigation in connection with the Company's Tyvek® business. SAMR has suspended the antitrust investigation process. DuPont Tyvek® sales to China in full year 2025 were approximately 1 percent of DuPont's 2025 consolidated net sales. 23 23 23 Table of Contents Table of Contents --- ## No Match in Current: 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. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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. 16 16 16 Table of Contents Table of Contents --- ## No Match in Current: The Intended Electronics Separation may adversely impact DuPont's ability to access the capital markets and its cost of capital. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* 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. --- ## No Match in Current: Risks related to trade disputes, regulations and policies could adversely impact DuPont's results of operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Trade regulations, policies and disputes can and have increased tariffs, trade barriers, limited the Company's ability to sell certain products to certain customers, and otherwise impacted the Company's global supply and distribution chains and 25 25 25 Table of Contents Table of Contents research and development activities. Continuing or expanding trade restrictions or disputes or changes in international trade policy, including new or increased tariffs or export controls, could adversely impact demand for and manufacture, distribution or sale of the Company's products, and restrict access to certain markets, any of which could have a material adverse effect on the Company's results of operations and growth prospects. China's policy to enhance domestic supply in sectors where the Company competes, could impact future demand for the Company's products. --- ## Modified: Changes in the global and local tax regulatory environments in, and the distribution of income among, the various jurisdictions in which the Company operates, could adversely impact DuPont's results of operations. **Key changes:** - Reworded sentence: "DuPont's future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of the Company's tax exposures and various other governmental enforcement initiatives." - Reworded sentence: "On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted into law in the United States." - Reworded sentence: "Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development ("OECD") including the OECD's Global Anti-Base Erosion ("GloBE") rules under Pillar Two, which introduces a global 24 24 24 Table of Contents Table of Contents minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD's, European Commission's and other major jurisdiction's heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company's effective tax rate and provision for income taxes." - Added sentence: "On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States." - Added sentence: "The OBBBA modifies international corporate income tax law by, among other things, changing the tax rates for certain Global Intangible Low-Taxed Income (now known as Net CFC Tested Income) and Foreign-Derived Intangible Income (now known as Foreign Derived Deduction Eligible Income), modifying the allocation of expenses in calculating foreign tax credits, as well as changing foreign tax credit limitations." **Prior (2025):** DuPont's future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of the Company's tax exposures and various other governmental enforcement initiatives. The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. The impact, if any, of these audits to the Company's unrecognized tax benefits is not estimable. The Company's tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the Company which could impact the valuation of the Company's deferred tax assets. 26 26 26 Table of Contents Table of Contents On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted into law in the United States. Among other changes to the Code, the IRA imposes a 15 percent corporate alternative minimum tax on certain corporations (the "CAMT"). Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (OECD) including the OECD's Global Anti-Base Erosion ("GloBE") rules under Pillar Two, which introduces a global minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD's, European Commission's and other major jurisdiction's heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company's effective tax rate and provision for income taxes. Given the unpredictability of possible further changes to and the potential interdependency of the United States or foreign tax laws and regulations, it is difficult to predict the cumulative effect of such tax laws and regulations on DuPont's results of operations. **Current (2026):** DuPont's future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in countries with differing statutory tax rates, changes in tax laws, regulations and judicial rulings (or changes in the interpretation thereof), changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, changes in the amount of earnings permanently reinvested offshore, the results of audits and examinations of previously filed tax returns and continuing assessments of the Company's tax exposures and various other governmental enforcement initiatives. The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities. The impact, if any, of these audits to the Company's unrecognized tax benefits is not estimable. The Company's tax expense includes estimates of tax reserves and reflects other estimates and assumptions, including assessments of future earnings of the Company which could impact the valuation of the Company's deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted into law in the United States. Among other changes to the Code, the IRA imposes a 15 percent corporate alternative minimum tax on certain corporations (the "CAMT"). Changes in tax laws or regulations, including further regulatory developments in connection with the IRA; multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development ("OECD") including the OECD's Global Anti-Base Erosion ("GloBE") rules under Pillar Two, which introduces a global 24 24 24 Table of Contents Table of Contents minimum corporate tax rate set at 15 percent on multinational enterprises; and the OECD's, European Commission's and other major jurisdiction's heightened interest in and taxation of large multi-national companies, increase tax uncertainty and could impact the Company's effective tax rate and provision for income taxes. Given the unpredictability of possible further changes to and the potential interdependency of the United States or foreign tax laws and regulations, it is difficult to predict the cumulative effect of such tax laws and regulations on DuPont's results of operations. On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States. The OBBBA modifies international corporate income tax law by, among other things, changing the tax rates for certain Global Intangible Low-Taxed Income (now known as Net CFC Tested Income) and Foreign-Derived Intangible Income (now known as Foreign Derived Deduction Eligible Income), modifying the allocation of expenses in calculating foreign tax credits, as well as changing foreign tax credit limitations. The OBBA introduced complex changes and it is possible that future clarifications of the provisions could create additional complexities and challenges. However, the Company believes that the overall impact of the OBBBA will not be material to its ongoing effective tax rate. --- ## Modified: The Company's results are affected by its ability to foresee and respond to competitive conditions and customer preferences. **Key changes:** - Reworded sentence: "Demand for the Company's products, which impacts revenue and profit margins, is affected by (i) the development and timing of the introduction of competitive products; (ii) the Company's response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and other factors outside of the Company's control; (iv) availability and cost of raw materials and energy, as well as the Company's ability and success in passing through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and ethics, environmental impact and sustainability driven purchasing decisions." - Removed sentence: "In addition, the failure to set goals, take actions, make progress and report against, commensurate with relevant market competitors, the Company's sustainability strategy, could harm the Company's reputation, and its ability to compete and to attract top talent, and could result in increased investor activism and the deselection of the Company as a partner or supplier of choice." **Prior (2025):** Demand for the Company's products, which impacts revenue and profit margins, will be affected by (i) the development and timing of the introduction of competitive products; (ii) the Company's response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and other factors outside of the Company's control; (iv) availability and cost of raw materials and energy, as well as the Company's ability and success in passing through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and ethics, environmental impact and sustainability driven purchasing decisions. The demand for product offerings that align with sustainability goals is expected to continue to increase. Customers are seeking products that are made using environmentally sound practices and materials, and which adhere to ethical and human rights standards. Demand for product offerings that are less carbon-intensive or customers determine support their respective sustainability goals (in areas such as Substances of Concern, Circular Economy, Waste, Water, nature/biodiversity, Responsible Procurement, Human Rights) is expected to continue to increase, driven by end-user and customer demand, investor preference, and government legislative and market- and product-specific actions in response to risks created by climate change. Failure to timely react to these trends and manage the Company's product portfolio and innovation activities responsively could decrease the competitiveness of the Company's products and result in the de-selection of the Company as a partner of choice. In addition, the failure to set goals, take actions, make progress and report against, commensurate with relevant market competitors, the Company's sustainability strategy, could harm the Company's reputation, and its ability to compete and to attract top talent, and could result in increased investor activism and the deselection of the Company as a partner or supplier of choice. Success in achieving the Company's growth objectives is significantly dependent on the timing and market acceptance of the Company's new product offerings, including the Company's ability to renew the Company's pipeline of new product offerings and to bring those offerings to market. This ability may be adversely affected by difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products. The Company invests resources in technology and its operational assets to satisfy anticipated demand. There is no guarantee that demand will support the Company's new investments. There are no guarantees that new product offerings will prove to be commercially successful. Additionally, the Company's expansion into new markets may result in greater-than-expected risks, liabilities and expenses. **Current (2026):** Demand for the Company's products, which impacts revenue and profit margins, is affected by (i) the development and timing of the introduction of competitive products; (ii) the Company's response to downward pricing trends to stay competitive; (iii) changes in customer preferences, order patterns, such as changes in the levels of inventory maintained by customers and the timing of customer purchases which may be affected by announced price changes and other factors outside of the Company's control; (iv) availability and cost of raw materials and energy, as well as the Company's ability and success in passing through increases in such costs; (v) levels of economic growth in the geographic and end use markets served by the Company; (vi) changes in buying patterns thought to be temporary destocking could be indicative of loss of market share and (vii) the mega-trends in digital transformation, connectivity, automation and ethics, environmental impact and sustainability driven purchasing decisions. 21 21 21 Table of Contents Table of Contents Demand for product offerings that customers, end users, or other stakeholders across the healthcare, water, construction, and industrial markets, determine support their respective business and/or market strategy is expected to continue to increase, driven by end-user and customer demand, investor preference, and government legislative and market- and product-specific actions. Failure to timely react to these trends and manage the Company's product portfolio and innovation activities responsively could decrease the competitiveness of the Company's products and result in the de-selection of the Company as a partner of choice. Success in achieving the Company's growth objectives is significantly dependent on the timing and market acceptance of the Company's new product offerings, including the Company's ability to renew the Company's pipeline of new product offerings and to bring those offerings to market. This ability may be adversely affected by difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products. The Company invests resources in technology and its operational assets to satisfy anticipated demand. There is no guarantee that demand will support the Company's new investments. There are no guarantees that new product offerings will prove to be commercially successful. Additionally, the Company's expansion into new markets may result in greater-than-expected risks, liabilities and expenses. --- ## Modified: Supply chain and operational disruptions, including those that affect the Company's customers and suppliers, could significantly increase costs and expenses, adversely impact the Company's sales and earnings and impact access to sources of liquidity. **Key changes:** - Reworded sentence: "DuPont's operations require the continued availability of energy and raw materials and rely on third-party suppliers, contract manufacturers and service providers." - Reworded sentence: "18 18 18 Table of Contents Table of Contents DuPont takes actions to offset the effects of higher energy and raw material costs, which are subject to global supply and demand and other factors beyond the Company's control, through selling price increases, productivity improvements and cost reduction programs." - Removed sentence: "DuPont's manufacturing operations may be adversely affected by impacts of pandemics including government actions and other responsive measures, quarantines and health and availability of essential onsite personnel." - Removed sentence: "DuPont is unable to predict the extent of pandemic related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments." - Reworded sentence: "In addition, the Company may consider reductions in force or furloughing operations in response to declines in demand and/or supply chain disruptions." **Prior (2025):** The Company's manufacturing processes and operations depend on the continued availability of energy and raw materials, the costs of which are subject to worldwide supply and demand as well as other factors beyond the Company's control, including potential legislation to address climate change by reducing greenhouse gas emissions, creating a carbon tax or implementing a cap and trade program which could create increases in costs and price volatility. Operational changes and transition to renewable energy sources to meet country, NGO and corporate-level net-zero GHG emissions pledges and related decarbonization technology investments, may require the Company to make significant capital investments, re-qualify its 20 20 20 Table of Contents Table of Contents products with certain suppliers, as well as meet additional regulatory and compliance requirements and could result in higher cost and expenses. Climate change increases the frequency and severity of potential supply chain and operational disruptions from weather events and natural disasters. The chronic physical impacts associated with climate change, for example, increased temperatures, changes in weather patterns and rising sea levels, could significantly increase costs and expenses and create additional supply chain and operational disruption risks. Supply chain disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, including hurricanes or flooding that impact coastal regions, and global health risks or pandemics could seriously harm the Company's operations as well as the operations of the Company's customers and suppliers. In addition, the Company's suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines. To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers. In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some which include minimum purchase obligations. However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials. DuPont also takes actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. As a result, volatility in these costs may negatively impact the Company's business, results of operations, financial condition and cash flows. DuPont's manufacturing operations may be adversely affected by impacts of pandemics including government actions and other responsive measures, quarantines and health and availability of essential onsite personnel. DuPont is unable to predict the extent of pandemic related impacts on its business, results of operations, access to sources of liquidity and financial condition which depends on highly uncertain and unpredictable future developments. DuPont's financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets. DuPont, when necessary, will take actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend. In addition, the Company may consider further reductions in or furloughing additional operations in response to further and/or deeper declines in demand and/or or supply chain disruptions. There can be no guaranty that such actions would significantly mitigate the impact on the company's business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future. **Current (2026):** DuPont's operations require the continued availability of energy and raw materials and rely on third-party suppliers, contract manufacturers and service providers. The Company's supply chains are complex and extend across multiple countries in all regions of the world, and, therefore, are subject to global economic and geopolitical dynamics and risks. Supply chain and operational disruptions, plant and/or power outages, labor shortages and/or strikes, geo-political activity, weather events and natural disasters, manmade disasters, perceived or actual global health risks or pandemics, governmental, legislative or regulatory actions, or other business continuity events, could adversely affect the Company's operations as well as the operations of its customers and suppliers. Depending on the length and severity of disruption, DuPont's ability to meet demand and its commitments to customers and suppliers; and access the liquidity markets could be seriously impacted and adversely affect the Company's operating profit or cash flows. In addition, the Company's suppliers may experience capacity limitations in their own operations or may elect to reduce or eliminate certain product lines. To address this risk, generally, the Company seeks to have many sources of supply for key raw materials in order to avoid significant dependence on any one or a few suppliers. In addition, and where the supply market for key raw materials is concentrated, DuPont takes additional steps to manage its exposure to supply chain risk and price fluctuations through, among other things, negotiated long-term contracts some which include minimum purchase obligations. However, there can be no assurance that such mitigation efforts will prevent future difficulty in obtaining sufficient and timely delivery of certain raw materials. 18 18 18 Table of Contents Table of Contents DuPont takes actions to offset the effects of higher energy and raw material costs, which are subject to global supply and demand and other factors beyond the Company's control, through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. As a result, volatility in these costs may negatively impact the Company's business, results of operations, financial condition and cash flows. DuPont's financial results may be materially and adversely impacted by a variety of factors that have not yet been determined, including potential impairments of goodwill and other assets. DuPont, when necessary, will take actions, including reducing costs, restructuring actions, and delaying certain capital expenditures and non-essential spend. In addition, the Company may consider reductions in force or furloughing operations in response to declines in demand and/or supply chain disruptions. There can be no guarantee that such actions would significantly mitigate the impact on the company's business, results of operations, access to sources of liquidity or financial condition and the Company may experience materially adverse impacts to its business, results of operations, financial condition and cash flows as a result of related global economic impacts, including inflationary pressures that have occurred and may continue to occur in the future. --- ## Modified: DuPont may not realize the anticipated benefits of current or future share repurchase authorizations and any failure to repurchase the Company's common stock after DuPont has announced its intention to do so may negatively impact the Company's stock price. **Key changes:** - Reworded sentence: "Under the $2B Authorization approved in the fourth quarter 2025 or any future share repurchase authorizations, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws." - Reworded sentence: "In November 2025, DuPont entered a $500 million ASR transaction under the $2B Authorization." - Removed sentence: "21 21 21 Table of Contents Table of Contents" **Prior (2025):** Under future share repurchase programs, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The timing and amount of any repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. Any failure to repurchase shares after the Company has announced its intention to do so may negatively impact DuPont's reputation, investor confidence and the price of the Company's common stock. The existence of share repurchase programs could cause the price of the Company's common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of DuPont common stock may decline below the levels at which DuPont repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the programs. Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs. 21 21 21 Table of Contents Table of Contents **Current (2026):** Under the $2B Authorization approved in the fourth quarter 2025 or any future share repurchase authorizations, DuPont may make share repurchases through a variety of methods, including open share market purchases or privately negotiated transactions off market, including additional ASR agreements in accordance with applicable federal securities laws. The timing and amount of any repurchases, if any, will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. Any failure to repurchase shares after the Company has announced its intention to do so may negatively impact DuPont's reputation, investor confidence and the price of the Company's common stock. In November 2025, DuPont entered a $500 million ASR transaction under the $2B Authorization. See Liquidity & Capital Resources for more information regarding the $500 million ASR transaction. The existence of share repurchase authorization(s) could cause the price of the Company's common stock to be higher than it otherwise would be and could potentially reduce the market liquidity for DuPont stock. Although these programs are intended to enhance long-term stockholder value, there is no assurance they will do so because the market price of DuPont common stock may decline below the levels at which DuPont repurchased shares and short-term stock price fluctuations could reduce the effectiveness of the programs. Repurchasing common stock will reduce the amount of cash DuPont has available to fund working capital, capital expenditures, strategic acquisitions or business opportunities and other general corporate requirements, and the Company may fail to realize the anticipated benefits of these share repurchase programs. --- ## Modified: 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. **Key changes:** - Reworded sentence: "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")." - Reworded sentence: "Generally, corporate taxes resulting from the failure of the Qnity Distribution to qualify for tax-free treatment for U.S." - Reworded sentence: "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." **Prior (2025):** 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. **Current (2026):** 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. --- ## Modified: 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. The Company's results of operations could be adversely affected by litigation and other commitments and contingencies, including expected performance under and impact of the cost sharing arrangement. **Key changes:** - Reworded sentence: "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." - Reworded sentence: "16 16 16 Table of Contents Table of Contents In connection with the Qnity Distribution, certain liabilities are allocated to or retained by DuPont through assumption or indemnification of Qnity." **Prior (2025):** While the cost sharing arrangement related to future PFAS eligible costs reduces uncertainty, its 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; 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 of their respective obligations under the cost sharing arrangement. DuPont faces risks arising from various unasserted and asserted litigation matters, including product liability, patent infringement and other intellectual property disputes, contract and commercial litigation, claims for damage or personal injury, antitrust claims, governmental regulations and other actions. An adverse outcome in any one or more of these matters could be material to the Company's business, results of operations, financial condition and cash flows. In the ordinary course of business, DuPont may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and DuPont may issue guarantees of third-party obligations. If DuPont is required to make payments as a result, they could exceed the amounts accrued therefor, thereby adversely affecting the Company's results of operations. 19 19 19 Table of Contents Table of Contents **Current (2026):** 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. DuPont faces risks arising from various unasserted and asserted litigation matters, including product liability, patent infringement and other intellectual property disputes, contract and commercial litigation, claims for damage or personal injury, antitrust claims, governmental regulations and other actions. An adverse outcome in any one or more of these matters could be material to the Company's business, results of operations, financial condition and cash flows. In the ordinary course of business, DuPont may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses, and DuPont may issue guarantees of third-party obligations. If DuPont is required to make payments as a result, they could exceed the amounts accrued therefor, thereby adversely affecting the Company's results of operations. 16 16 16 Table of Contents Table of Contents 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. Payments pursuant to these indemnities may be significant and could negatively impact the Company's business. 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. Even if ultimately satisfied in full, DuPont may be temporarily required to bear these losses. Each of these risks could negatively affect the Company's business, financial condition, results of operations and cash flows. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*