DuPont de Nemours, Inc. (DD)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the interim Consolidated Financial Statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

•Overview

•Result of Operations

•Segment Results

•Changes in Financial Condition

OVERVIEW

DuPont is a leading provider of advanced solutions that improve everyday life across healthcare, water, construction and industrial markets. The Company is committed to helping customers advance their technology pipelines and provide solutions that address their unique challenges. From delivering clean water to enabling medical packaging solutions which enhance safety and performance, DuPont's innovations power the essential products and technologies people rely on every day.

As of June 30, 2026, the Company had $2.9 billion of working capital and approximately $1.7 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continuing operations.

Outlined below are material historical transactions and recent developments impacting this Quarterly Report on Form 10-Q.

Aramids Divestiture

On April 1, 2026, DuPont completed the sale of the Aramids business (the "Aramids Divestiture") to Arclin, a portfolio company of an affiliate of TJC LP, ("TJC"), in return for pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $300 million (the "Aramids Note Receivable") and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the New Arclin U.S. Holding Corp ("Arclin") that holds the Arclin global materials business and the Aramids business being divested. The financial results of the Aramids divested business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations, along with comparative periods.

Electronics Separation

On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the "Electronics Separation") into an independent public company, Qnity Electronics, Inc. ("Qnity"), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the "Qnity Distribution"). As a result, the results of operations of the Electronics Business are reflected in DuPont's interim Consolidated Financial Statements as discontinued operations for all periods.

Recent Developments

Reverse Stock Split

On May 26, 2026, DuPont’s Board of Directors (the "Board of Directors"), announced a reverse stock split of the Company’s common stock, par value $0.01 per share, at a ratio of 1-for-3, as approved by shareholders, and amended the Certificate of Incorporation to reflect a corresponding reduction in the number of authorized shares of the Company's common stock (the "Reverse Stock Split"). The Reverse Stock Split became effective on June 24, 2026. All share and share-related information presented in these interim Consolidated Financial Statements have been retroactively adjusted in all periods presented to reflect the decreased number of shares resulting from the Reverse Stock Split and related impacts.

Macroeconomic Conditions

In February 2026, military conflict in the Middle East involving the United States, Israel, and Iran heightened geopolitical uncertainty. The Company does not have operations in Iran, and the conflict has not had a material impact on the Company’s financial condition or results of operations to date. The impact on the Company’s business, financial condition, or results of operations will depend on factors such as the severity and duration of the conflict, the scope and enforcement of related

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governmental actions and the degree of disruption to global logistics and supply chains. The Company continues to monitor developments and assess potential impacts.

See Part II, Item 1A. Risk Factors for additional information.

International Emergency Economic Powers Act Tariffs

In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act, and the collecting agency subsequently ceased assessing those tariffs. While a refund process has been established, the ruling remains subject to further appeal by the U.S. government. Through June 30, 2026, the Company began to receive refunds and was notified the U.S. Treasury approved payment for the first phase of claim submissions, which did not have a material impact on the Company’s results of continuing operations. Further, in accordance with the Electronics Tax Matters Agreement, the Company shares with Qnity 44 percent of the refunds related to tariffs paid prior to November 1, 2025. The Company continues to monitor developments related to the ruling, the ultimate outcome of which could affect future results.

Dividends

On April 15, 2026, the Board of Directors declared a second quarter 2026 dividend of $0.60 per share, retrospectively adjusted for the Reverse Stock Split, which was paid on May 29, 2026 to shareholders of record on May 15, 2026.

On June 24, 2026, the Board of Directors declared a third quarter 2026 dividend of $0.60 per share, which is payable on September 15, 2026 to shareholders of record on August 31, 2026.

The Company expects to continue to pay quarterly dividends, although each dividend is subject to the approval of the Company’s Board of Directors.

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RESULTS OF OPERATIONS

The following table summarizes sales variances by segment from the prior year:

1.Organic sales (which includes both volume and selling price impacts), is defined as the change in net sales, absent the impacts from currency and portfolio. DuPont believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

The Company reported net sales for the three months ended June 30, 2026 of $1.8 billion, up 4 percent from $1.7 billion for the three months ended June 30, 2025, due to a 4 percent increase in organic sales. Organic sales increased in Healthcare & Water Technologies (up 4 percent) and Diversified Industrials (up 3 percent).

The Company reported net sales for the six months ended June 30, 2026 of $3.5 billion, up 4 percent from $3.4 billion for the six months ended June 30, 2025, due to a 3 percent increase in organic sales and a 1 percent favorable currency impact. Organic sales increased in Healthcare & Water Technologies (up 3 percent) and Diversified Industrials (up 2 percent). The currency impact was primarily driven by the weakening of the U.S. dollar compared to the Euro.

Cost of Sales

Cost of sales was $1.2 billion for the three months ended June 30, 2026, up slightly from $1.1 billion for the three months ended June 30, 2025. Cost of sales for the three months ended June 30, 2026 primarily reflects increased sales volume.

Cost of sales as a percentage of net sales was consistent at 65 percent for the three months ended June 30, 2026 and 2025.

Cost of sales was $2.3 billion for the six months ended June 30, 2026, slightly up from $2.2 billion and June 30, 2025. Cost of sales for the six months ended June 30, 2026 primarily reflects increased sales volume and productivity initiatives.

Cost of sales as a percentage of net sales was 65 percent and 66 percent for the six months ended June 30, 2026 and 2025, respectively.

Research and Development Expenses ("R&D")

R&D expenses totaled $42 million in the second quarter of 2026, down from $53 million in the second quarter of 2025. R&D as a percentage of net sales for the three months ended June 30, 2026 was relatively consistent at 2 percent compared with 3 percent for the three months ended June 30, 2025.

R&D expenses totaled $89 million in the first six months of 2026, down from $103 million in the first six months of 2025. R&D as a percentage of net sales was consistent period over period at 3 percent for the six months ended June 30, 2026 and 2025.

Selling, General and Administrative Expenses ("SG&A")

SG&A expenses were $269 million in the second quarter of 2026, slightly up from $262 million in the second quarter of 2025. SG&A as a percentage of net sales was consistent period over period at 15 percent for the three months ended June 30, 2026 and 2025.

For the first six months of 2026, SG&A expenses were $524 million, up from $496 million in the first six months of 2025. SG&A as a percentage of net sales was consistent period over period at 15 percent for the six months ended June 30, 2026 and 2025.

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Amortization of Intangibles

Amortization of intangibles was $68 million in the second quarter of 2026, down from $74 million in the second quarter of 2025. In the first six months of 2026, amortization of intangibles was $136 million, down from $149 million in the same period of the prior year. The decrease for the three and six months ended June 30, 2026 as compared with the same periods of the prior year was primarily due to the absence of amortization in the current period from fully amortized assets.

Restructuring and Asset Related (Benefits) Charges - Net

Restructuring and asset related (benefits) charges – net were $3 million of benefits and $43 million of charges for the three and six months ended June 30, 2026, respectively, primarily reflecting activity related to the 2026 DuPont Restructuring Program. Comparatively, Restructuring and asset related (benefits) charges – net for the first six months of 2025 were $39 million, primarily reflecting charges related to the Transformational Separation-Related Restructuring Program during the first quarter of 2025. See Note 5 to the interim Consolidated Financial Statements for additional information.

Acquisition, Integration and Separation Costs

Acquisition, integration and separation costs primarily consist of financial advisory, information technology, legal, accounting, consulting, other professional advisory fees, other contractual transaction payments and certain costs to achieve cost savings targets following the Electronics Separation and the Aramids Divestiture. The Company recorded $7 million in costs for the three and six months ended June 30, 2026, primarily related to costs to achieve cost savings targets following the Aramids Divestiture and Electronics Separation. Comparatively, the Company recorded $55 million and $105 million in costs for the three

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes to enhance the understanding of the Company’s operations and present business environment. Components of management’s discussion and analysis of financial condition and results of operations include:

•Overview

•Analysis of Operations

•Result of Operations

•Segment Results

•Outlook

•Liquidity and Capital Resources

•Recent Accounting Pronouncements

•Critical Accounting Estimates

•Long-Term Employee Benefits

•Environmental Matters

OVERVIEW

As of December 31, 2025, the Company has $1.7 billion of net working capital and $0.7 billion in cash and cash equivalents. The Company expects its cash and cash equivalents, cash generated from operations, and ability to access the debt capital markets to provide sufficient liquidity and financial flexibility to meet the liquidity requirements associated with its continued operations. The Company continually assesses its liquidity position, including possible sources of incremental liquidity, in light of the current economic environment, capital market conditions and Company performance.

Electronics Separation

On November 1, 2025, the Company completed the separation of its semiconductor and interconnect solutions businesses, (the "Electronics Business" and the separation of the Electronics Business, the “Electronics Separation”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont's stockholders of record as of October 22, 2025, of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”). As a result, the financial results of the divested Electronics Business are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

Aramids Divestiture

On August 29, 2025, DuPont announced a definitive agreement to sell the Aramids business (the “Aramids Divestiture”) to Arclin, a portfolio company of an affiliate of TJC LP, (“TJC”), in return for pre-tax cash proceeds of approximately $1.2 billion, subject to customary transaction adjustments, a note receivable in the principal amount of $300 million and a non-controlling common equity interest (the "Aramids Equity Consideration"), valued at $325 million in the future Arclin holding company that will hold the Arclin global materials business and the Aramids business being divested. The transaction is expected to close around the end of the first quarter 2026, subject to customary closing conditions and receipt of regulatory approvals. As a result, the financial results of the Aramids business being divested are reflected in DuPont's Consolidated Financial Statements as discontinued operations, along with comparative periods.

2025 Segment Realignments

Effective in the first quarter of 2025, in preparation for the Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments in the first quarter of 2025 which changed the manner in which the Company reported financial results by segment, (the "Q1 2025 Segment Realignment"). As a result, starting in the first quarter of 2025 and until the Electronics Separation, the businesses separated as part of the Electronics Separation were reported separately from the Industrials businesses of DuPont.

Effective in the fourth quarter of 2025, following the Electronics Separation, the Company realigned its management and reporting structure. This realignment resulted in a change in reportable segments which changed the manner in which the Company reports its financial results (the "Q4 2025 Segment Realignment"), creating two new reportable segments: Healthcare & Water Technologies and Diversified Industrials. The results of operations discussion included in Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as the segment information in the Consolidated Financial Statements, are reflective of the impact of the Q4 2025 Segment Realignment and reflect the two segment reporting structure for all periods presented.

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Mobility & Materials Divestitures

On November 1, 2022, DuPont completed the previously announced divestiture of the majority of the historical Mobility & Materials segment, including the Engineering Polymers business line and select product lines within the Advanced Solutions and Performance Resins business lines (the “M&M Divestiture”). On February 18, 2022, the Company announced that its Board of Directors approved of the divestiture of the Delrin® acetal homopolymer (H-POM) business (the "Delrin® Divestiture"). On November 1, 2023, the Company closed the sale of the Delrin® business to TJC LP ("TJC"), (the “Delrin® Divestiture”). DuPont received cash proceeds of approximately $1.28 billion, which includes certain customary transaction adjustments, a note receivable of $350 million and acquired a 19.9 percent noncontrolling equity interest in Derby Group Holdings LLC, (“Derby”). The customary transaction adjustments related to $27 million of cash transferred with the Delrin® Divestiture for which DuPont was reimbursed at closing resulting in net cash proceeds of $1.25 billion. TJC, through its subsidiaries, holds the 80.1 percent controlling interest in Derby. The Delrin® Divestiture together with the divestiture of the majority of the historic Mobility & Materials segment in 2022 (collectively the "M&M Divestitures" and the businesses in scope for the M&M Divestitures collectively the "M&M Businesses") represent a strategic shift that has a major impact on DuPont's operations and results.

The M&M Divestitures, Aramids Divestiture, and Electronics Separation represent strategic shifts with related major impacts on DuPont's operations and results and are reported as discontinued operations.

The Consolidated Financial Statements present the financial position of DuPont as of December 31, 2025 and 2024, the results of operations of DuPont for the years ended December 31, 2025, 2024 and 2023, and the Consolidated Statements of Cash Flows giving effect to the M&M Divestiture, Aramids Divestiture, and Electronics Separation as if each had occurred on January 1, 2023, with the historical financial results of the businesses divested as part of the aforementioned divestitures (the "M&M Businesses", “Aramids Business”, and “Electronics Business”) reflected as discontinued operations, as applicable. The comprehensive income related to the M&M Businesses, Aramids Business, and Electronics Business has not been segregated and are included in the Consolidated Statements of Comprehensive Income, for the years ended December 31, 2025, 2024 and 2023, as applicable. Unless otherwise indicated, the information in the Notes to the Consolidated Financial Statements refer only to DuPont's continuing operations and do not include discussion of balances or activity of discontinued operations

Sinochem Acquisition

On October 10, 2025, DuPont completed the acquisition of Sinochem (Ningbo) RO Memtech Co., Ltd. ("Sinochem") for a net purchase price of $56 million (the “Sinochem Acquisition”). Sinochem is a reverse osmosis manufacturer located in China and the Asia Pacific region. Sinochem is part of Water Technologies within the Healthcare & Water Technologies segment. See Note 3 to the Consolidated Financial Statements for additional information.

Donatelle Acquisition

On July 28, 2024, DuPont completed the acquisition of Donatelle Plastics, LLC ("Donatelle"), for a net purchase price of $365 million (the "Donatelle Acquisition") which includes immaterial adjustments for acquired cash and net working capital. The net purchase price also included the estimated fair value for a contingent earn-out liability of $40 million. Donatelle is a medical device company specializing in the design, development and manufacture of medical components and devices. Donatelle is part of Healthcare Technologies within the Healthcare & Water Technologies segment. See Note 3 to the Consolidated Financial Statements for additional information.

Spectrum Acquisition

On August 1, 2023, the Company completed the acquisition of Spectrum Plastics Group (“Spectrum”) from AEA Investors (the “Spectrum Acquisition”). Spectrum manufactures flexible packaging products, plastic and silicone extrusions, and components for the industrial, food and medical business sectors throughout the United States and international markets. Spectrum is primarily reported in the Healthcare Technologies business within the Healthcare & Water Technologies segment. The net purchase price was approximately $1,781 million, including a net upward adjustment of approximately $43 million for acquired cash and net working capital, among other items. See Note 3 to the Consolidated Financial Statements for additional information.

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ANALYSIS OF OPERATIONS

Qnity Distribution

In connection with the Qnity Distribution, DuPont has entered into certain agreements that provide for the allocation of DuPont’s assets, employees, liabilities and obligations among DuPont and Qnity, and provides a framework for DuPont’s relationship with Qnity following the Distributions. In connection with the Electronics Separation, effective November 1, 2025, DuPont and/or certain of its affiliates entered into certain agreements with Qnity and/or certain of its affiliates, including each of the following:

•Separation and Distribution Agreement - entered into a Separation and Distribution Agreement (the "Electronics Separation and Distribution Agreement") that sets forth, among other things, the agreements between the Company and Qnity regarding the principal transactions necessary to effect the Qnity Distribution. It also sets forth other agreements that govern certain aspects of the Company’s and Qnity’s ongoing relationship after the completion of the Qnity Distribution.

•Tax Matters Agreement - entered into a Tax Matters Agreement with Qnity (the “Electronics Tax Matters Agreement”). The Electronics Tax Matters Agreement governs the Company’s and Qnity’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

•Employee Matters Agreement - entered into an Employee Matters Agreement with Qnity (the “Employee Matters Agreement”). The Employee Matters Agreement identifies employees and employee-related liabilities (and attributable assets) contractually allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Company and Qnity as part of the Distribution and describes when and how the relevant transfers and assignments occur or will occur.

•Intellectual Property Cross-License Agreement - entered into an Intellectual Property Cross-License Agreement with Qnity, effective as of November 1, 2025 (the “IP Cross-License Agreement”). The IP Cross-License Agreement sets forth the terms and conditions pursuant to which the Company and Qnity may use, following the Distribution, certain patents, know-how (including trade secrets), copyrights and software contractually allocated to the other party under the Electronics Separation and Distribution Agreement in the conduct of their respective businesses and natural evolutions thereof. The Company also licenses to Qnity certain engineering, safety, health and environmental standards that are contractually allocated to the Company under the Electronics Separation and Distribution Agreement and used by Qnity’s businesses as of the Distribution.

•Transiti

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