Form 4: DuPont SVP Converts PSUs to RSUs Post-Spin-Off

DuPont's SVP & General Counsel, Erik T. Hoover, converted performance share units into restricted stock units following the company's Electronics business spin-off to preserve award value.

Summary

• Erik T. Hoover, SVP & General Counsel of DuPont de Nemours, Inc. (DD), acquired 23,079.0649 shares of Common Stock on October 31, 2025.
• This transaction resulted from the modification of previously granted performance share units (PSUs) into time-based restricted stock units (RSUs).
• The modification was approved by the People and Compensation Committee of the Board in connection with the spin-off of DuPont's Electronics business.
• The conversion involved 14,050 PSUs granted on May 4, 2023, and 13,149 PSUs granted on February 15, 2024.
• The purpose of the modification was to preserve the underlying value of the outstanding PSU awards.
• The Converted RSUs include dividend equivalent units and remain subject to the original time-based vesting conditions.
• Following this transaction, Mr. Hoover beneficially owns 112,101.1276 shares of Common Stock.

Sentiment

Score: 7

Explanation: Neutral to slightly positive. The filing indicates a routine, expected adjustment to executive compensation following a major corporate event (spin-off), aimed at preserving value and maintaining executive incentives. It's a positive sign of proactive governance but not a direct operational or financial win.

Positives

• The modification of PSUs to RSUs was intended to preserve the underlying value of executive compensation awards following the spin-off.
• The conversion ensures continued alignment of executive interests with long-term company performance through time-based vesting.

Future Outlook

The conversion of executive equity awards is a direct consequence of DuPont's strategic spin-off of its Electronics business, indicating a continued focus on managing executive compensation in alignment with significant corporate restructuring events.

Management Comments

• The People and Compensation Committee approved the modification of PSU awards to time-based restricted stock units (RSUs) to preserve the underlying value of outstanding awards in connection with the Electronics business spin-off.

Industry Context

This transaction reflects a common practice in large corporations undergoing significant structural changes like spin-offs, where executive compensation awards are adjusted to maintain their intended value and incentive structure post-transaction. It ensures that executives remain incentivized despite changes in the company's operational scope.

Comparison to Industry Standards

• The modification of performance-based equity awards (PSUs) to time-based restricted stock units (RSUs) during a spin-off is a standard practice observed across various industries.
• Companies like Johnson & Johnson during its Kenvue spin-off, or General Electric during its multiple spin-offs, have similarly adjusted executive compensation to ensure value preservation and continued retention of key talent.
• This approach helps mitigate potential dilution or loss of value for executives' long-term incentives due to the corporate restructuring, aligning with best practices for executive retention and motivation during periods of significant change.

Corporate Governance

Stakeholder Impact

• Shareholders: The adjustment aims to maintain executive incentives, which can indirectly benefit shareholders by retaining key talent and aligning management with long-term value creation post-spin-off.
• Employees: No direct impact on general employees mentioned, but it signals how executive compensation is managed during corporate restructuring.

Next Steps

• Continued vesting of the Converted RSUs according to their original time-based conditions.
• Ongoing operations of DuPont de Nemours, Inc. post-Electronics business spin-off.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation adjustment following a corporate spin-off, designed to preserve the value of existing awards. 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. The transaction is an expected governance action rather than a market-moving event.

Keywords

DuPont, DD, SEC Form 4, Insider Transaction, Executive Compensation, RSU, PSU, Spin-Off, Electronics Business, Erik T. Hoover