Form 4: DuPont CFO's Equity Award Conversion Post Spin-Off

DuPont's SVP & CFO, Antonella B Franzen, converted performance share units into time-based restricted stock units following the spin-off of the company's Electronics business.

Summary

• SVP & CFO Antonella B Franzen reported a change in beneficial ownership of DuPont de Nemours, Inc. common stock.
• On October 31, 2025, 20,755.4155 shares of Common Stock were acquired through the conversion of Performance Share Units (PSUs) into time-based Restricted Stock Units (RSUs).
• This conversion was executed in connection with DuPont de Nemours, Inc.'s spin-off of its Electronics business.
• The People and Compensation Committee of the Board of Directors approved this modification, which was intended to preserve the underlying value of the outstanding PSU awards.
• The number of Converted RSUs was determined based on the achievement of performance up to the completion of the Spin-Off, as assessed by the Committee.
• The Converted RSUs remain subject to the same time-based vesting conditions as those under the original PSU awards.
• Following this transaction, the reporting person beneficially owns a total of 52,622.7049 shares of Common Stock.
• The acquired shares include dividend equivalent units associated with the Converted RSUs, and the total beneficial ownership includes shares acquired pursuant to dividend reinvestment.

Sentiment

Score: 5

Explanation: The filing reports a routine executive compensation adjustment following a corporate spin-off, which is a neutral event in terms of immediate company performance or outlook. It reflects standard practice to preserve executive equity value during restructuring.

Positives

• The modification of PSU awards to RSUs was intended to preserve the underlying value of the outstanding awards for the SVP & CFO, ensuring continued executive incentive alignment.

Negatives

• NA

Risks

• NA

Future Outlook

The filing indicates that the converted RSUs remain subject to their original time-based vesting conditions, implying continued long-term incentive alignment for the SVP & CFO.

Management Comments

• NA

Industry Context

Executive compensation adjustments, particularly the conversion of performance-based awards to time-based awards, are common practices following significant corporate restructuring events like spin-offs. This approach aims to maintain executive incentives and equity value during transitional periods, ensuring leadership continuity and alignment with shareholder interests despite changes in the company's operational structure.

Comparison to Industry Standards

• The conversion of performance-based equity awards (PSUs) to time-based restricted stock units (RSUs) in connection with a corporate spin-off is a common practice across industries. This approach is often used to preserve the intended value of executive compensation awards and ensure continuity of incentives, as performance metrics may be significantly altered by the divestiture. This aligns with standard corporate governance practices for managing executive compensation during significant corporate events.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Modification of performance share units (PSUs) granted to SVP & CFO Antonella B Franzen, converting them into time-based restricted stock units (RSUs) in connection with the company's spin-off. This is a transaction between the company and a key executive.

Stakeholder Impact

• Shareholders: The conversion aims to preserve executive incentives, which can be viewed as positive for long-term management retention and alignment with company performance, particularly during a significant corporate event like a spin-off.
• Management (SVP & CFO): The value of the SVP & CFO's equity awards is preserved, ensuring continued incentive and compensation stability despite the corporate restructuring.

Next Steps

• The Converted RSUs will continue to vest according to their original time-based conditions.

Key Dates

Recommendation

This Form 4 reports a routine executive compensation adjustment following a corporate spin-off, which is a standard practice to preserve executive equity value and incentives during significant corporate restructuring. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing itself does not present a catalyst for a buy or sell decision.

Keywords

DuPont, DD, SEC Form 4, beneficial ownership, executive compensation, spin-off, restricted stock units, performance share units, Antonella B Franzen