Form 4: DuPont SVP & CIO Larrabee Reports Equity Changes

DuPont de Nemours SVP & CIO Steven P. Larrabee reported the conversion of performance share units to restricted stock units and subsequent tax-related share dispositions.

Summary

• Steven P. Larrabee, SVP & CIO of DuPont de Nemours, Inc. (DD), reported changes in his beneficial ownership.
• On October 31, 2025, 13,078.5412 shares of Common Stock were acquired at a price of $0. This acquisition resulted from the modification of previously granted performance share units (PSUs) into time-based restricted stock units (RSUs) in connection with the spin-off of DuPont's Electronics business. The modification was intended to preserve the underlying value of the PSU awards, with the number of converted RSUs determined by performance up to the spin-off. These Converted RSUs remain subject to original time-based vesting conditions and include associated dividend equivalent units.
• On November 1, 2025, 6,384 shares of Common Stock were disposed of at $34.12 per share. This disposition was for taxes withheld on lapsed RSUs and associated dividend equivalent units.
• Following these transactions, Larrabee directly owns 45,363.7173 shares of Common Stock and indirectly owns 147.2117 shares through a Retirement Savings Plan.

Sentiment

Score: 6

Explanation: The filing details routine executive compensation adjustments and tax-related share dispositions following a corporate spin-off. While the share disposition reduces direct ownership, the underlying conversion of PSUs to RSUs was intended to preserve value, indicating a neutral to slightly positive event for executive incentives, with no direct impact on company operations or financial performance.

Positives

• The conversion of performance share units (PSUs) to time-based restricted stock units (RSUs) was explicitly intended to preserve the underlying value of the awards following the Electronics business spin-off.
• The acquisition of 13,078.5412 shares at $0 represents a vesting event or conversion of equity awards, which is a positive for the executive's compensation.

Negatives

• The disposition of 6,384 shares for tax withholding purposes reduces the executive's direct beneficial ownership.

Future Outlook

NA

Industry Context

This filing reflects standard executive compensation practices involving equity awards and their adjustments following corporate actions like spin-offs. The conversion of performance share units (PSUs) to restricted stock units (RSUs) aims to maintain executive incentives and value post-transaction, a common practice in large corporate restructurings.

Comparison to Industry Standards

• The conversion of performance-based equity awards (PSUs) to time-based restricted stock units (RSUs) in the event of a significant corporate transaction like a spin-off is a common practice across industries. This approach, often seen in companies like General Electric during its various spin-offs or Johnson & Johnson's Kenvue spin-off, aims to preserve the intended value of executive compensation and ensure retention during periods of change.
• The disposition of shares to cover tax liabilities upon the vesting or lapsing of equity awards is a standard procedure for executive compensation, widely observed in public companies across all sectors, including tech giants like Apple or financial institutions like JPMorgan Chase.

Corporate Governance

Stakeholder Impact

• Shareholders: The filing indicates routine executive compensation adjustments, which are part of standard corporate governance. The tax-related sale is a common occurrence and does not reflect a change in the executive's confidence in the company.
• Employees: The modification of equity awards for a senior executive following a spin-off sets a precedent for how similar awards might be handled for other employees, potentially impacting morale and retention.

Next Steps

• The Converted RSUs remain subject to the same time-based vesting conditions as those under the original PSU awards.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation adjustments and tax-related share dispositions, which are not indicative of fundamental changes in the company's operational performance or strategic direction. The transactions are a consequence of a corporate spin-off and standard equity award management. Therefore, it provides no new information that would warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

DuPont, DD, Steven P. Larrabee, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Share Units, Spin-Off, Executive Compensation