Qnity Electronics, Inc. (Q)

OVERVIEW

We are a global leader in materials and solutions for semiconductor and electronics industries. We empower our customers’ technology roadmaps to enable advancements in megatrends such as artificial intelligence ("AI"), advanced computing and advanced connectivity. We partner with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. With over 50 years of experience in systems engineering and material science, a global manufacturing footprint, and major application labs across the world, we are well-positioned to capitalize on emerging opportunities across various sectors including transportation, data centers, consumer and personal electronics and aerospace and defense.

We are organized into two operating segments:

•Semiconductor Technologies: Our Semiconductor Technologies segment provides a portfolio of innovative materials and solutions utilized across multiple stages of the semiconductor manufacturing process. These advanced materials are qualified into customers’ roadmaps, designed to improve chip performance, enhance yield, and enable leading-edge node technology.

•Interconnect Solutions: Our Interconnect Solutions segment offers a comprehensive range of best-in-class material solutions that address the evolving complexities of signal integrity, thermal and power management and advanced packaging. These solutions are integral for advanced electronics hardware, including complex printed circuit boards and advanced semiconductor packaging.

Our broad portfolio of solutions and materials across both Semiconductor Technologies and Interconnect Solutions segments positions us as a comprehensive solutions provider for our customers. We are often the partner of choice due to our strong innovation capabilities and extensive materials and engineering expertise. In a fast-paced electronics industry, our customers’ needs are highly performance-driven and our long-standing relationships and strong renewal rates demonstrate our commitment to delivering excellence in a demanding market.

Macroeconomic Environment

Ongoing developments in U.S. and foreign policy, including uncertainty regarding tariffs on product imports, have heightened global trade tensions and increased macroeconomic and geopolitical uncertainty. To date the conflict in the Middle East has not materially impacted our financial condition, however, the conflict has increased disruption, instability and volatility in markets globally, and if it intensifies or expands could adversely effect our economic condition, supply chains and/or energy prices. The global nature of our business exposes us and our customers to risks arising from these conditions, including disruptions in the availability and pricing of raw materials, shipping logistics challenges, disruptions in global energy markets, fuel price increases, potential retaliatory actions by other countries, and broader impacts on economic conditions, which could affect our financial condition, liquidity, or results of operations. These factors may reduce demand for our products, impair our competitiveness—particularly relative to locally or domestically sourced alternatives—harm customer relationships, and/or decrease profitability, any of which could adversely affect our business, financial condition, and results of operations. While we have meaningful exposure to global trade dynamics, our local‑for‑local sourcing of raw materials helps limit our exposure to tariff‑related risks and shipping logistics. However, these actions may not fully mitigate the impact of prolonged or escalating geopolitical or trade disruptions.

31

Table of Contents

Recent Developments

Senior Secured Term Loan Facility

On July 1, 2026 (the "Repricing Closing Date"), we entered into the first amendment to the Credit Agreement, as defined in Note 12 to the unaudited interim Consolidated Financial Statements in this Quarterly Report (the "First Amendment"). The First Amendment reduced the applicable margin on term SOFR borrowings under the Senior Secured Term Loan Facility from 2.00% to 1.75%, with no material changes to principal, maturity, amortization, or covenant structure. In connection with the repricing, the repriced borrowings under the Senior Secured Term Loan Facility are subject to a 1.00% premium on certain prepayments, repayments, and amendments constituting a “Repricing Event” occurring on or prior to the date that is six (6) months after the Repricing Closing Date.We will account for the amendment primarily as a debt modification. The amendment is expected to reduce annual cash interest expense by approximately $6 million.

Share Repurchase Authorization

On February 20, 2026, our Board of Directors approved a share repurchase authorization of up to $500 million of common stock (the "$500M Authorization"). Under the $500M Authorization, repurchases of common stock may be effected from time to time, either on the open market (including pre-set trading plans) or other transactions in accordance with applicable securities laws. The $500M Authorization has no expiration date and will terminate once the authorized amount of shares have been repurchased and retired or when terminated by our Board of Directors. The timing and amount of repurchases under the program will depend on a variety of factors. During the three months ended June 30, 2026, we repurchased 183,107 shares under the $500M Authorization for $25 million at an average share price of $136.51 per share. During the six months ended June 30, 2026, we repurchased 402,688 shares under the $500M Authorization for $50 million at an average share price of $124.12 per share. All shares repurchased under the $500M Authorization have been retired. As of June 30, 2026, the aggregate amount of common stock remaining for repurchase under the $500M Authorization was $450 million.

Transformation Plan

In February 2026, we launched a multi‑year transformation plan, designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets. Costs incurred under this plan primarily comprise external consulting and separation services, severance, asset‑related charges, and program‑related operating costs. The transformation plan does not represent a company‑wide restructuring event; rather, it consists of a series of discrete initiatives, including separation‑related activities, integration efforts, and productivity programs.

32

Table of Contents

RESULTS OF OPERATIONS

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

1.Includes United States, Canada, and Latin America

2.Europe, Middle East and Africa ("EMEA").

We reported net sales for the three months ended June 30, 2026 of $1.4 billion, up 22% from $1.2 billion for the three months ended June 30, 2025, primarily due to a 23% increase in volume. The volume increase was attributable to both Interconnect Solutions up 28% and Semiconductor Technologies up 18%.

Net sales for the six months ended June 30, 2026 were $2.7 billion, up 20% from $2.3 billion for the six months ended June 30, 2025, primarily due to a 20% increase in volume. The increase in volume was attributable to both Interconnect Solutions up 26% and Semiconductor Technologies up 15%.

Cost of Sales

Cost of sales were $763 million for the three months ended June 30, 2026, up 21% from $630 million for the three months ended June 30, 2025 primarily attributable to an 18% increase in volume in addition to a 3% increase in material costs.

Cost of sales as a percentage of net sales decreased slightly from 54% for the three months ended June 30, 2025 to 53% for the three months ended June 30, 2026.

Cost of sales were $1,460 million for the six months ended June 30, 2026, up 20% from $1,217 million for the six months ended June 30, 2025 primarily attributable to a 16% increase in volume in addition to 3% and 1% increases attributable to material costs and currency, respectively.

Cost of sales as a percentage of net sales was flat at 53% for both the six months ended June 30, 2026 and 2025.

Research and Development ("R&D") Expenses

R&D expense was $98 million for the three months ended June 30, 2026, up from $88 million for the three months ended June 30, 2025. R&D expense as a percentage of net sales decreased period over period from 8% for the three months ended June 30, 2025 to 7% for the three months ended June 30, 2026.

R&D expense was $192 million for the six months ended June 30, 2026, up from $172 million for the six months ended June 30, 2025. R&D expense as a percentage of net sales decreased period over period from 8% for the six months ended June 30, 2025 to 7% for the six months ended June 30, 2026.

33

Table of Contents

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

SG&A expenses were $200 million in the second quarter of 2026, up from $154 million in the second quarter of 2025. SG&A expenses as a percentage of net sales increased to 14% for the three months ended June 30, 2026 as compared to 13% for the three months ended June 30, 2025.

For the first six months of 2026, SG&A expenses were $373 million, up from $294 million in the first six months of 2025. SG&A expenses as a percentage of net sales increased to 14% for the six months ended June 30, 2026 as compared to 13% for the six months ended June 30, 2025.

Amortization of Intangibles

Amortization of intangibles was $50 million for both the three months ended June 30, 2026 and 2025. In the first six months of 2026, amortization of intangibles was $102 million, down from $105 million in the same period of the prior year. The decrease for the six months ended June 30, 2026 as compared with the same period of the prior year was primarily due to assets becoming fully amortized.

Transformation, Integration and Other Charges

Beginning in fiscal 2026, we present costs incurred in connection with the multi‑year transformation plan described under “―Overview―Recent Developments―Transformation Plan,” designed to strengthen operational productivity, enhance commercial and innovation excellence and optimize our presence in key markets, within a single operating expense line titled “Transformation, integration and other charges” in the Consolidated Statements of Operations.

Consistent with the update above, we combined our historical “Restructuring and other asset related charges” and “Acquisition, integration and separation co

[Excerpt truncated for page length; source filing is linked above.]

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

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of Qnity’s 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. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Annual Report. Carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report. Qnity assumes no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.

BUSINESS OVERVIEW

We are one of the largest global leaders in materials and solutions for the semiconductor and electronics industries. We empower our customers’ technology roadmaps to enable advancements in megatrends such as AI, high-performance computing and advanced connectivity. We partner with leading semiconductor and advanced device manufacturers to address complex challenges and develop solutions that facilitate next-generation technological innovations. With over 50 years of experience in systems engineering and material science, a global manufacturing footprint, and major application labs across the world, we are well-positioned to capitalize on emerging opportunities across various sectors including data centers, communications infrastructure, industrials, automotive, and consumer electronics.

We are organized into two operating segments:

•Semiconductor Technologies: Our Semiconductor Technologies segment provides a portfolio of innovative materials and solutions utilized across multiple stages of the semiconductor manufacturing process. These advanced materials are qualified into customers’ roadmaps, designed to improve chip performance, enhance yield and enable leading-edge node technology.

•Interconnect Solutions: Our Interconnect Solutions segment offers what we believe to be a comprehensive range of best-in-class material solutions that address the evolving complexities of signal integrity, thermal and power management and advanced packaging. These solutions are integral for advanced electronics hardware, including complex printed circuit boards and advanced semiconductor packaging.

Our broad portfolio of solutions and materials across both Semiconductor Technologies and Interconnect Solutions segments positions us as a comprehensive solutions provider for our customers. We are often the partner of choice due to our strong innovation capabilities and extensive materials and engineering expertise. In a fast-paced electronics industry, our customers’ needs are highly performance-driven and our long-standing relationships and strong renewal rates demonstrate our commitment to delivering excellence in a demanding market.

MACROECONOMIC ENVIRONMENT

Recent and continuing developments in U.S. and foreign policy related to trade, such as the imposition of new or increased tariffs on product imports from certain countries have heightened global trade tensions and sparked significant uncertainty in macroeconomic and geopolitical environments, particularly with respect to China. The nature of our global business exposes us to risks associated with trade conflicts between the U.S. and its trading partners, including about the ultimate extent and duration of the tariffs, responsive actions from other countries and the resulting impacts, including on general economic conditions and on our financial condition, liquidity, or results of operations. As a result, we may face a reduction in the demand for, and in the competitiveness of, our products, particularly from local or domestically sourced competition, harm to our relationships with our customers, and decreased profitability, which have the potential to adversely affect our business, financial condition and results of operations. While we have meaningful exposure to global trade dynamics, our local‑for‑local sourcing of raw materials limits exposure to tariff risk.

33

Table of Contents

KEY FACTORS AFFECTING OUR BUSINESS

We believe that our performance and future success depend on a number of factors that present significant opportunities, but also pose risks and challenges. Our ability to take advantage of these opportunities is subject to various risks, including general economic, business and market dynamic risks, the impact of the Spin-Off and the debt we have incurred in connection with the Spin-Off. See the section entitled “Risk Factors” for a discussion of these risks, which you should consider carefully.

Market and Technology Drivers

Demand for our products is driven by advances in semiconductor technology, including AI‑enabled high-performance computing, advanced packaging and higher layer counts, which increase material intensity and pricing. These trends are discussed further in Item 1.

Supply chain, manufacturing capacity and customer inventories

Our ability to meet customer commitments relies on an uninterrupted flow of critical raw materials, global semiconductor and advanced electronics supply chain, and manufacturing capacity. Tight industry constraints, geopolitical events, global trade disruptions, or weather-related disruptions could constrain supply, increase costs, and lengthen lead times, potentially delaying production and pressuring margins. To bolster resilience, we leverage multi-sourcing strategies for raw materials, maintain long-term agreements with key customers, and periodically build strategic inventory when demand visibility warrants.

Customer inventory practices can further influence our short-term performance. In periods of tight supply, customers may build buffer inventory, inflating near-term orders; conversely, destocking cycles can suppress demand even when underlying consumption remains healthy. We manage these dynamics through customer-based forecasting, disciplined allocation processes, and a measured pricing approach. Together, these actions help us navigate supply chain volatility while supporting reliable delivery and business continuity.

Supply chain disruptions and geopolitical concerns over the last several years highlight the critical need for resilient global supply networks. In response, governments worldwide are co-investing in semiconductor industries to ensure domestic supply, creating new opportunities for semiconductor companies including Qnity.

For a discussion of the risks associated with supply chain, manufacturing capacity and customer inventories, see “Supply chain and operational disruptions and volatility in energy and raw material costs could adversely impact our sales and earnings and impact access to sources of liquidity” and “Our reliance on certain key customers, contract manufacturers and suppliers could adversely affect our overall sales and profitability” in Part I, Item 1A. Risk Factors.

Design wins with new and existing customers

Our growth depends on our ability to secure design “wins”, which are instances when a customer validates one of our materials for use in a new node, package architecture, or end-product. Because the qualification cycle in semiconductors and advanced electronics can extend multiple quarters and often requires upfront expense, the timing, size, and scope are often difficult to predict. When we secure a win, we typically benefit from multi-year revenue streams tied to the life of that program.

Revenue conversion is neither immediate nor uniform; customers ramp new designs at different speeds, and capital spending priorities can shift with end-market conditions. As a result, the cadence at which design wins translate into volume orders can cause variability in our sales and working-capital needs. Maintaining our pace of wins therefore requires sustained research and development investment, close customer collaboration, and a disciplined project-selection process that focuses on high-value, extensible projects where our materials science leadership provides measurable differentiation.

For a discussion of the risks associated with our ability to anticipate and respond to customer requirements, see “If we are unable to anticipate and respond to rapid technological change and customer requirements by continuing to innovate and introduce new and enhanced products and solutions, we may experience a loss of market share, decreased sales, revenue, profitability and damage to our reputation” in Part I, Item 1A. Risk Factors.

Seasonality

Demand for several of our end-markets follows well-established seasonal patterns, with order activity typically accelerating in the second and third fiscal quarters as customers build inventory ahead of holiday production runs. This seasonality is most pronounced in our Interconnect Solutions segment, where historical sales peak during mid-year and moderate in the first and fourth quarters; although this seasonality pattern has decreased over the past few years and we expect this seasonality to further diminish going forward.

34

Table of Contents

We mitigate these swings through flexible manufacturing planning, balanced geographic exposure, and disciplined inventory management. Nevertheless, mismatches between our production profile and customers’ seasonal demand can affect capacity utilization, gross margin, and working capital. Accordingly, we closely monitor sell-through data and downstream macro indicators to align procurement, staffing, and logistics with expected seasonal inflections.

For a discussion of the risks associated with fluctuations in demand for semiconductors, see ““Fluctuations in the demand for semiconductors and the overall volume of semiconductor manufacturing may decrease demand for our products and may adversely affect our business” in Part I, Item 1A. Risk Factors.

TRANSITION TO STAND-ALONE COMPANY

On May 22, 2024, DuPont de Nemours, Inc. (“DuPont” or “Parent”), of which we have historically been a part, announced its plan to separate its Electronics business, which included its semiconductor technologies and interconnect solutions businesses, from the other businesses of DuPont (the "Separation"). On November 1, 2025 (the "Separation and Distribution Date"), the Separation was completed through a tax-free pro rata distribution of all of the then issued and outstanding shares of our common stock to DuPont stockholders at a ratio of one share of our common stock for every two shares of DuPont’s common stock held at the close of business on the record date of October 22, 2025 (the "Distribution"). As a result of the Distribution, as of the Separation and Distribution Date, Qnity became an independent, publicly traded company, and Qnity common stock commenced trading on the New York Stock Exchange under the symbol "Q" at the start of trading on November 3, 2025.

Relationship with DuPont

Historically, we have relied on DuPont to manage certain aspects of our operations and provide us with certain services, the costs of which have historically been either allocated or directly billed to us. Historical costs for such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company. In connection with the Separation, we and/or certain of our subsidiaries entered into the Separation and Distribution Agreement, by and between DuPont de Nemours, Inc. and Qnity Electronics, Inc., dated as of the Separation and Distributio

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]