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☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-42619

(Exact name of registrant as specified in its charter)

(302) 294-4651

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

                                                ¨ Yes ☑ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

                                 ☑ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of September 30, 2025, there was no established public market for the registrant’s common stock, par value $0.01 per share, and all of the registrant’s then outstanding shares were held by its former parent company. The registrant’s common stock began “regular way” trading on the New York Stock Exchange on November 3, 2025. The registrant had 209,463,194 shares of common stock, $0.01 par value, outstanding at November 14, 2025.

Qnity Electronics

Throughout this Quarterly Report on Form 10-Q, except as otherwise noted by the context, the terms "Qnity" or "Company" used herein mean Qnity Electronics, Inc. and its combined subsidiaries. On November 1, 2025, Qnity became an independent, publicly traded company through the previously announced separation (the “Separation”) of the electronics business of DuPont de Nemours, Inc. (“DuPont” or “Parent”). Beginning on November 3, 2025, the Company's common stock is traded on the New York Stock Exchange under the ticker symbol "Q".

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events and the future results of Qnity Electronics, Inc. (“Qnity” or the “Company”) and its subsidiaries (collectively, “we,” “us,” and “our”). In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “see”, “will”, “would”, “target”, “outlook”, “stabilization”, “confident”, “preliminary”, “initial”, “continue”, “may”, “could”, “project”, “estimate”, “forecast” and similar expressions and variations or negatives of these words, among others, as well as other words or expressions referencing future events, conditions or circumstances. All statements, other than statements of historical fact, are forward-looking statements, including statements that describe or relate to Qnity’s plans, goals, intentions, strategies, financial estimates, Qnity’s expectations regarding the Separation (as defined herein), and statements that do not relate to historical or current fact. Forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be accurate, and involve a number of known and unknown risks and uncertainties, many of which are out of Qnity’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements.

Forward-looking statements are not guarantees of future performance. Some of the important factors that could cause Qnity’s actual outcomes and results to differ materially from those projected in any such forward-looking statements include, but are not limited to: the ability to realize the intended benefits of the Separation and the Distribution (as defined herein), including achievement of the intended tax treatment; contractual allocation to, and assumption by, DuPont de Nemours, Inc. (“DuPont”) of certain liabilities; the possibility of disputes, litigation or unanticipated costs in connection with the Separation and the Distribution; and Qnity’s success in achieving its intended post-Separation capital structure; the failure to realize expected benefits and effectively manage and achieve anticipated synergies and operational efficiencies in connection with the Separation and completed and future, if any, divestitures, mergers, acquisitions, and other portfolio management, productivity and infrastructure actions; the competitive environment in which we operate; the risks from our international operations, including trade restrictions and sanctions laws; our ability to comply with complex and increasing legal and regulatory requirements; interruptions in the operations of our manufacturing facilities; volatility in cost of inputs, including energy and raw materials; our ability to attract and retain talented people; reliance on key customers and suppliers; failure to protect our intellectual property or allegations that we have infringed the intellectual property of others; cybersecurity and privacy considerations; legal proceedings and investigatory risks; and other factors set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Information Statement, dated October 15, 2025, filed as Exhibit 99.1 to Qnity’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2025 (the “Information Statement”), as well as in our press releases and other filings with the SEC. Qnity may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Qnity assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

For the reasons described above, Qnity cautions you against relying on any forward-looking statements, which should also be read in conjunction with this Quarterly Report and the documents referenced within this Quarterly Report and the other cautionary statements that are included elsewhere in this Quarterly Report and in Qnity’s public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements, reflect Qnity’s beliefs and opinions on the relevant subject. These statements are based upon information available to Qnity as of the date of this Quarterly Report, and while Qnity believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Qnity has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. All forward-looking statements attributable to Qnity or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.

Qnity does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

All trademarks, service marks or registered trademarks referred to in this Quarterly Report are trademarks, service marks or registered trademarks of affiliates of the Company. Solely for convenience, the trademarks in this Quarterly Report are referred to without TM, SM or ® symbols, but such references should not be construed as any indicator that the Company or, to the extent applicable, their respective owners, will not assert, to the fullest extent under applicable law, the Company’s or their rights thereto. We do not intend the use or display of other companies’ trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

The Company may use its website and/or social media outlets, such as Facebook, LinkedIn and X, as distribution channels of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s website at https://ir.qnityelectronics.com, its LinkedIn page at https://linkedin.com/company/qnityelectronics and its WeChat account at https://mp.weixin.qq.com/s/Kc0k2EPhlaxwge3E8Jpmeg. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the “Email Alerts” section under the “Resources” section at https://ir.qnityelectronics.com.

The accompanying unaudited interim Combined Financial Statements and notes present the unaudited interim combined results of operations, financial position, and cash flows of the Electronics business (collectively, “Qnity Electronics”, “Qnity” or “the Company”) of DuPont de Nemours, Inc. (“DuPont” or “Parent”), of which the Company has historically been a part, and have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). In the opinion of management, the unaudited interim Combined Financial Statements reflect all adjustments (including normal recurring adjustments) which are considered necessary for the fair statement of the results for the periods presented. Results from interim periods should not be considered indicative of results for the full year. These unaudited interim Combined Financial Statements should also be read in conjunction with the audited annual Combined Financial Statements and notes thereto for the year ended December 31, 2024, collectively referred to as the “2024 Annual Financial Statements” as contained in the Company’s Information Statement, dated October 15, 2025, as filed as Exhibit 99.1 to our Current Report on Form 8-K on October 15, 2025 with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1934, as amended. The unaudited interim Combined Financial Statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained.

On May 22, 2024, DuPont announced its plan to separate Qnity from DuPont into an independent publicly traded company (the “Separation”). On November 1, 2025 (the "Separation and Distribution Date"), DuPont completed the Separation through a pro-rata distribution of one share of Qnity common stock for every two shares of DuPont 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. See Note 17 for more information about the Separation and Distribution.

Qnity has historically operated as a part of DuPont; consequently, stand-alone interim financial statements have not historically been prepared for Qnity. The unaudited interim Combined Financial Statements have been derived from DuPont’s accounting records as if Qnity’s operations had been conducted independently from those of DuPont and were prepared on a stand-alone basis in accordance with U.S. GAAP. The historical results of operations, financial position and cash flows of Qnity presented in these unaudited interim Combined Financial Statements may not be indicative of what they would have been had Qnity actually been an independent stand-alone entity, nor are they necessarily indicative of Qnity’s future results of operations, financial position and cash flows.

The unaudited interim Combined Statements of Operations and Comprehensive Income (Loss) include all revenues and costs directly attributable to Qnity, including costs for facilities, functions and services used by Qnity. The unaudited interim Combined Statements of Operations and Comprehensive Income (Loss) reflect allocations of general corporate expenses from DuPont including, but not limited to, executive management, finance, legal, information technology, employee benefits administration, treasury, risk management, procurement and other shared services, and any restructuring related to these functions. These allocations were made on the basis of revenue, expenses, headcount or other relevant measures. Management considers these allocations to be an overall reasonable reflection of the utilization of services by, or the benefits provided to, Qnity, in the aggregate. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. The allocations, therefore, may not reflect the expenses Qnity would have incurred as a stand-alone company for the periods presented.

The Qnity unaudited interim Condensed Combined Balance Sheets include assets and liabilities that are specifically identifiable or otherwise attributable to Qnity, including subsidiaries and affiliates in which Qnity has a controlling financial interest or is the primary beneficiary.

DuPont used a centralized approach to cash management and financing of its operations and DuPont funded Qnity’s operating and investing activities as needed. Cash transfers to the cash management accounts of DuPont were reflected in the unaudited interim Combined Statements of Cash Flows as “Net transfers (to) from Parent.”

Transactions between Qnity and DuPont and their affiliates and other associated companies are reflected in the unaudited interim Combined Financial Statements and disclosed as related party transactions when material. Related party transactions with DuPont are included in Note 5.

The unaudited interim Combined Financial Statements include the accounts of Qnity and subsidiaries in which a controlling interest is maintained. For those combined subsidiaries in which Qnity’s ownership is less than 100%, the outside stockholders’ interests are shown as noncontrolling interests.

Intracompany accounts and transactions within Qnity have been eliminated in the preparation of the accompanying unaudited interim Combined Financial Statements. Intercompany transactions with DuPont were deemed to have been paid in the periods the costs were incurred.

Qnity did not file separate tax returns in the U.S. for federal, certain state and local tax purposes, nor in foreign tax jurisdictions, as Qnity was included in the tax grouping of DuPont and its affiliate entities within the respective jurisdictions. The provision for income taxes included in these unaudited interim Combined Financial Statements has been calculated using the separate return basis, as if Qnity filed separate tax returns. Qnity’s Provision for income taxes as presented in the unaudited interim Combined Financial Statements may not be indicative of the income taxes that Qnity will generate in the future. In jurisdictions where Qnity has been included in the tax returns filed by DuPont, any income taxes payable resulting from the related income tax provision are considered settled in cash with DuPont immediately and therefore have been reflected in the balance sheet within “Parent company net investment”.

In November 2023, the FASB issued Accounting Standards Update No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07") to improve disclosure requirements about reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The new guidance requires disclosures of significant segment expenses regularly provided to the Chief Operating Decision Maker ("CODM") and included in reported measures of segment profit and loss. Disclosure of the title and position of the CODM is required. The guidance requires interim and annual disclosures about a reportable segment's profit or loss and assets. Additionally, the guidance requires disclosure of other segment items by reportable segment including a description of its composition. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The disclosures have been implemented as required for the three and nine months ended September 30, 2025 and 2024. See Note 16 for more information.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") to improve transparency and disclosure requirements for the rate reconciliation, income taxes paid and other tax disclosures. The amendments in ASU 2023-09 are effective for annual fiscal years beginning after December 15, 2024, on a prospective basis. The disclosures will be implemented as required for the year-ended December 31, 2025. The Company is currently evaluating the impact of adopting this guidance.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement: Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures" ("ASU 2024-03") to improve disclosures about the nature of expenses within line items on the statements of operations. The amendments in ASU 2024-03 are effective for the Company's 2027 annual report and subsequent interim periods; however, early adoption is permitted. The amendments can be applied prospectively or retrospectively to all periods presented. The Company is currently evaluating the impact of adopting this guidance.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, “Intangibles—Goodwill and Other—Internal-

Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”) to modernize the accounting for internal-use software costs and improve operability of the guidance across different software development project stages. The amendments in ASU 2025-06 are effective for the Company’s 2028 annual and quarterly reports; however, early adoption is permitted. The amendments can be applied prospectively, retrospectively, or using a modified transition approach. The Company is currently evaluating the impact of adopting this guidance.

Substantially all of Qnity’s revenue is derived from product sales. Product sales consist of sales of Qnity’s products to supply manufacturers and distributors. Qnity considers purchase orders, which in some cases are governed by master supply agreements, to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year.

Net sales to Samsung Electronics Co., Ltd accounted for 11% of total net sales for each of the three months ended September 30, 2025 and 2024, and 10% and 11% of total net sales for the nine months ended September 30, 2025 and 2024, respectively. Additionally, net sales to Taiwan Semiconductor Manufacturing Company Limited (TSMC) accounted for 8% and 7% of total net sales for the three months ended September 30, 2025 and 2024, respectively, and 8% and 7% of total net sales for the nine months ended September 30, 2025 and 2024, respectively. The majority of revenues for both customers relate to the Semiconductor Technologies segment. See Note 16 for more information.

The Company disaggregates its revenue from contracts with customers by segment and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows.

1.Includes Canada and Latin America.

2.Europe, Middle East and Africa.

3.Includes Hong Kong.

From time to time, the Company enters into arrangements in which it receives payments from customers based upon contractual billing schedules. The Company records accounts receivables when the right to consideration becomes unconditional. Contract liabilities primarily reflect deferred revenue from advance payment for product that the Company has received from customers. The Company classifies deferred revenue as current or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized from amounts included in contract liabilities at the beginning of the period were insignificant for the three and nine months ended September 30, 2025 and 2024. The Company did not recognize any asset impairment charges related to contract assets during the periods. Qnity expects to recognize its noncurrent deferred revenue over a seven-year period beginning in fiscal year 2027.

1.Included in "Accounts and notes receivable - net" in the interim Condensed Combined Balance Sheets.

2.Included in "Accrued and other current liabilities" in the interim Condensed Combined Balance Sheets.

3.Included in "Other noncurrent obligations" in the interim Condensed Combined Balance Sheets.

The Company records restructuring liabilities that represent nonrecurring charges in connection with DuPont-approved restructuring programs in order to simplify certain organizational structures and operations, including operations related to transformational projects such as divestitures and acquisitions. Charges for restructuring programs and asset related charges, which include asset impairments, were $1 million and $4 million for the three months ended September 30, 2025 and 2024, respectively, and $20 million and $7 million for the nine months ended September 30, 2025 and 2024, respectively. These charges were recorded in "Restructuring and asset related charges - net" in the unaudited interim Combined Statements of Operations. The total liability related to restructuring programs was $8 million and $3 million at September 30, 2025 and December 31, 2024, respectively, recorded in "Accrued and other current liabilities" in the interim Condensed Combined Balance Sheets. Refer to Note 16 for the breakout of restructuring and asset related charges incurred by segment.

Historically, Qnity has been managed and operated in the normal course with other businesses of DuPont. Accordingly, certain shared costs have been allocated to Qnity and reflected as expenses in the stand-alone unaudited interim Combined Financial Statements.

Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical expenses attributable to Qnity for purposes of the interim stand-alone financial statements. The expenses reflected in the unaudited interim Combined Financial Statements may not be indicative of expenses that would be incurred by Qnity in the future. All related party transactions approximate prices at cost.

Qnity’s unaudited interim Combined Statements of Operations include general corporate expenses of DuPont for services provided by DuPont for certain support functions that are provided on a centralized basis. These costs were first attributed to Qnity if specifically identifiable to its businesses. If not specifically identifiable to Qnity’s businesses, these costs have been allocated using relevant allocation methods, primarily based on sales metrics, consistently for all periods presented.

Corporate expense allocations were recorded in the unaudited interim Combined Statements of Operations within the following captions:

Net transfers from (to) Parent are included within Parent company net investment on the unaudited interim Combined Statements of Changes in Equity. The components of the net transfers from (to) Parent are as follows:

Refer to Note 10 for information on related party transactions with Qnity’s equity method investment entities.

Other Income (Expense) - Net			Three Months Ended  September 30,						Nine Months Ended September 30,
In millions			2025			2024			2025			2024
Net gain on sales of assets			$	1		$	—		$	1		$	2
Non-operating pension (costs) credits			(2)			1			(2)			1
Interest income			—			—			2			—
Foreign exchange gains (losses), net			1			(4)			(4)			3
Miscellaneous income (expense) - net			(1)			2			—			3
Other income (expense) - net			$	(1)		$	(1)		$	(3)		$	9

1. No other component of “Accrued and other current liabilities” was more than 5% of total current liabilities at September 30, 2025 and December 31, 2024.

Supplemental balance sheet information related to leases was as follows:

1.Included in "Deferred charges and other assets" in the interim Condensed Combined Balance Sheets.

2.Included in "Accrued and other current liabilities" in the interim Condensed Combined Balance Sheets.

3.Included in "Other noncurrent obligations" in the interim Condensed Combined Balance Sheets.

In connection with the Separation as further described above, the Company has incurred one-time-Separation costs of approximately $4 million and $6 million for the three and nine months ended September 30, 2025, respectively, recorded in "Selling, general and administrative expenses" within the interim Combined Statements of Operations. Separation costs primarily consist of employee-related costs. There were no costs incurred in connection with the Separation for the three and nine months ended September 30, 2024.

During the periods presented in the unaudited interim Combined Financial Statements, Qnity did not file separate tax returns in the U.S. for federal, certain state and local tax purposes, nor in foreign tax jurisdictions, as Qnity was included in the tax grouping of DuPont and its affiliate entities within the respective jurisdictions. The provision for income taxes included in these unaudited interim Combined Financial Statements has been calculated using the separate return basis, as if Qnity filed separate tax returns. Qnity’s Provision for income taxes as presented in the unaudited interim Combined Financial Statements may not be indicative of the income taxes that Qnity will generate in the future.

The Company's effective tax rate fluctuates based on, among other factors, where income is earned and the level of income relative to attributes. The tax provision for the nine months ended September 30, 2025 resulted in an effective tax rate on operations of 19.8% on pre-tax income of $773 million, compared with an effective tax rate of 22.4%, on pre-tax income of $648 million for the nine months ended September 30, 2024. The lower effective tax rate for the first nine months of 2025 in comparison to the first nine months of 2024 resulted from a combination of certain discrete tax expenses incurred in 2024, including the settlement of an international tax audit, offset by changes to the geographic mix of earnings in 2025, including the impacts of the Organisation for Economic Co-Operation and Development's ("OECD") Global Anti-Base Erosion rules under Pillar Two in jurisdictions in which the Company operates.

Each year DuPont, inclusive of Qnity, files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates, either as a separate taxpayer or as a member of DuPont’s consolidated income tax return. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by Qnity. The uncertainty in income taxes is recognized in Qnity's interim financial statements in accordance with accounting for income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on Qnity’s interim results of operations.

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was enacted. The Act includes a broad range of tax reform provisions, including modifications and enhancements to the domestic and international provisions of the Tax Cuts and Jobs Act. Among other changes, the Act allows for immediate expensing of domestic research and development expenditures, revises provisions around foreign-sourced earnings and revises the corporate interest limitation rules. The legislation has multiple effective dates, with certain provisions becoming effective in fiscal 2025 and the majority becoming effective in fiscal 2026. The Company has considered the impact of the enacted provisions in its consolidated tax provision as of September 30, 2025. The legislation did not have a material impact on our income tax expense or effective tax rate for this quarter. The Company continues to evaluate the broader effects of the legislation as further guidance is issued.

On the Separation and Distribution Date, 209 million shares of the Company's common stock, par value $0.01 per share, were distributed to DuPont shareholders of record as of October 22, 2025. This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation as all common stock was owned by DuPont prior to the Separation. For all periods presented, it is assumed that there are no dilutive equity instruments as there were no equity awards of Qnity outstanding prior to the Separation. Therefore, the calculation of basic and diluted earnings per share is the same.

Qnity’s investments in companies accounted for using the equity method (“nonconsolidated affiliates”) are recorded in “Investments and noncurrent receivables” in the interim Condensed Combined Balance Sheets. Investments in nonconsolidated affiliates were $419 million and $382 million at September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, Qnity had a note payable to Hitachi Chem DuP Microsystems LLC, a nonconsolidated affiliate, (the “Related Party Note Payable”) of $77 million and $31 million, respectively. This Related Party Note Payable arises from an arrangement in which DuPont manages the daily domestic cash position resulting from the normal cash operations of Hitachi Chem DuP Microsystems LLC. Under this arrangement, both parties may loan funds to one another based on the cash position of Hitachi Chem DuP Microsystems LLC.

The Related Party Note Payable is short-term in nature and bears an interest rate equal to the average daily rate during the preceding month, plus any applicable commission and fee percentage payable to DuPont for its support of the cash management program. The balance of this Related Party Note Payable and the related interest payable is included within “Accounts Payable” in the interim Condensed Combined Balance Sheets.

Sales to nonconsolidated affiliates represented less than 1% of total net sales for each of the three and nine months ended September 30, 2025 and 2024. Purchases from nonconsolidated affiliates represented less than 1% of "Cost of sales" for each of the three and nine months ended September 30, 2025 and 2024. The Company maintained an ownership interest in three nonconsolidated affiliates at September 30, 2025.

The following table summarizes changes in the carrying amount of goodwill during the nine months ended September 30, 2025.

Qnity tests goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit is below its carrying value.

Effective in the first quarter of 2025, in anticipation of the Separation, DuPont realigned its segment structure. The realignment of DuPont’s segments served as a triggering event requiring the Company to perform an impairment analysis related to goodwill prior to and subsequent to the realignment. As part of the realignment, the Company assessed and redefined certain reporting units, including reallocation of goodwill on a relative fair value basis, as applicable, to the reporting units impacted. Goodwill impairment analyses were then performed for reporting units impacted and no impairments were identified. The fair value of each reporting unit tested was estimated using a combination of a discounted cash flow model and market approach, with both approaches receiving equal weighting. The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue growth, EBITDA margin, weighted average cost of capital and terminal growth rate and EBITDA market multiples from comparable market transactions for the market approach.

The gross carrying amounts and accumulated amortization of other intangible assets with finite lives, by major class are as follows:

The following table provides the net carrying value of other intangible assets by segment:

Total estimated amortization expense for the remainder of 2025 and the five succeeding fiscal years is as follows:

Debt issuance costs and discounts are presented as a reduction of "Long-term debt" and are amortized and included in "Interest expense" on the Company's unaudited interim Combined Statements of Operations over the term on the related debt using the effective interest method.

Long-term debt at September 30, 2025 was $1,722 million, comprised of the Secured Notes and Unsecured Notes, as more fully described below. There was no long-term debt due within one year at September 30, 2025. Long-term debt is presented net of unamortized debt issuance costs of $28 million and is recorded in "Long-Term Debt" in the interim Condensed Combined Balance Sheets. There is $6 million recorded in "Deferred charges and other assets" in the interim Condensed Combined Balance Sheet related to the Senior Secured Credit Facilities (as defined below), of which the debt was not issued prior to September 30, 2025. There was no long-term debt outstanding at December 31, 2024.

The gross proceeds of the Notes and the pre-funded interest deposit were held in escrow and subsequently released through the cash distribution to DuPont on October 31, 2025 in connection with the completion of the Separation on November 1, 2025. The below described financing is considered to be part of DuPont’s centralized approach to cash management in connection with DuPont’s plan to separate its electronics business. Therefore, the proceeds from the Notes are not reflected as an asset of the Company at September 30, 2025 as they were considered immediately transferred to DuPont. Therefore the debt issuance was reflected in the unaudited interim Combined Statement of Cash Flows as Proceeds from Issuance of Long-Term Debt with a corresponding immediate cash outflow within “Net transfers (to) from Parent”. See Note 17 for more information.

On August 15, 2025, Qnity issued $1 billion aggregate principal amount of 5.750% senior secured notes due 2032 (the "Secured Notes"), pursuant to an indenture dated as of August 15, 2025 (the “Secured Notes Indenture”), by and between Qnity and U.S. Bank Trust Company, National Association, as trustee (the "Secured Notes Trustee"), collateral agent and paying agent. The Secured Notes mature on August 15, 2032 and bear interest at a rate of 5.750% per year. Interest on the Secured Notes is payable on February 15 and August 15 of each year, beginning on February 15, 2026.

The Secured Notes are jointly and severally and unconditionally guaranteed on a senior secured basis by each Qnity subsidiary that is a borrower, or guarantees indebtedness, under Qnity’s Senior Secured Credit Facilities. Upon the consummation of the Separation (or, with respect to the foreign collateral, the day after the consummation of the Separation), the Secured Notes and related guarantees were secured, subject to permitted liens and certain other exceptions, by first priority liens on substantially the same collateral that secure Qnity’s obligations under its Senior Secured Credit Facilities. The Secured Notes and related guarantees are secured on a pari passu basis with the Senior Secured Credit Facilities.

At any time prior to August 15, 2028, Qnity may redeem some or all of the Secured Notes at a price equal to 100% of the principal amount thereof to be redeemed, plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, Qnity may redeem some or all of the Secured Notes at any time on or after August 15, 2028 at specified prices, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Qnity may also redeem up to 40% of the aggregate principal amount of the Secured Notes at any time on or prior to August 15, 2028 using the net proceeds from certain equity offerings at 105.750%, plus accrued and unpaid interest, if any, to, but not including, the redemption date. If Qnity experiences certain kinds of changes in control, Qnity must offer to repurchase the Secured Notes at a price equal to 101% of the principal amount of the Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The Secured Notes Indenture includes certain covenants on the actions of Qnity and its restricted subsidiaries relating to debt incurrence, liens, restricted payments, assets sales and transactions with affiliates, changes in control, and mergers or sales of all or substantially all of Qnity’s assets. The Secured Notes Indenture provides for customary events of default (subject, in certain cases, to customary grace periods), which include nonpayment on the Secured Notes, breach of covenants in the Secured Notes Indenture, payment defaults or acceleration of other indebtedness over a specified threshold, failure to pay certain judgments over a specified threshold and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Secured Notes Trustee or holders of at least 30% of the aggregate principal amount of all then outstanding Secured Notes may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Secured Notes to be due and payable immediately.

On August 15, 2025, Qnity issued $750 million aggregate principal amount of 6.250% senior unsecured notes due 2033 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”) pursuant to an indenture dated as of August 15, 2025 (the “Unsecured Notes Indenture”), by and between Qnity and U.S. Bank Trust Company, National Association, as trustee (the “Unsecured Notes Trustee”) and paying agent, dated as of August 15, 2025. The Unsecured Notes mature on August 15, 2033 and bear interest at a rate of 6.250% per year. Interest on the Unsecured Notes is payable on February 15 and August 15 of each year, beginning on February 15, 2026.

The Unsecured Notes are jointly and severally and unconditionally guaranteed on a senior unsecured basis by each Qnity subsidiary that is a borrower, or guarantees indebtedness, under Qnity’s Senior Secured Credit Facilities.

At any time prior to August 15, 2028, Qnity may redeem some or all of the Unsecured Notes at a price equal to 100% of the principal amount thereof to be redeemed, plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, Qnity may redeem some or all of the Unsecured Notes at any time on or after August 15, 2028 at specified prices, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Qnity may also redeem up to 40% of the aggregate principal amount of the Unsecured Notes at any time on or prior to August 15, 2028 using the net proceeds from certain equity offerings at 106.250%, plus accrued and unpaid interest, if any, to, but not including, the redemption date. If Qnity experiences certain kinds of changes in control, Qnity must offer to repurchase the Unsecured Notes at a price equal to 101% of the principal amount of the Unsecured Notes, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The Unsecured Notes Indenture includes certain covenants on the actions of Qnity and its restricted subsidiaries relating to debt incurrence, liens, restricted payments, assets sales, and transactions with affiliates, changes in control, and mergers or sales of all or substantially all of Qnity’s assets. The Unsecured Notes Indenture provides for customary events of default (subject, in certain cases, to customary grace periods), which include nonpayment on the Unsecured Notes, breach of covenants in the Unsecured Notes Indenture, payment defaults or acceleration of other indebtedness over a specified threshold, failure to pay certain judgments over a specified threshold and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Unsecured Notes Trustee or holders of at least 30% of the aggregate principal amount of all then outstanding Unsecured Notes may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Unsecured Notes to be due and payable immediately.

Subsequent to the quarter ended September 30, 2025, on October 31, 2025 in connection with the Separation, the Company entered into a credit agreement (the "Credit Agreement") providing for (a) a five-year revolving credit facility in the aggregate committed amount of $1.25 billion (up to $100 million of such revolving facility is available for the issuance of letters of credit) (the "Senior Secured Revolving Facility"), and (b) a seven-year term loan facility in the aggregate principal amount of $2.35 billion (the "Senior Secured Term Loan Facility" and, together with the Senior Secured Revolving Facility, the "Senior Secured Credit Facilities"). The full amount of the Senior Secured Term Loan Facility, $2.35 billion, was funded on October 31, 2025, and paid directly to DuPont in the form of a cash dividend in connection with the Separation.

The borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to either of the following, plus, in each case, an applicable margin: (a) the base rate or (b) term Secured Overnight Financing Rate ("SOFR"). The applicable margin for borrowings under the Senior Secured Revolving Facility ranges from 0.25% to 1.25% with respect to base rate borrowings and 1.25% to 2.25% with respect to term SOFR borrowings, in each case, based on the Company's consolidated first lien net leverage ratio. The applicable margin for borrowings under the Senior Secured Term Loan Facility is 1.00% with respect to base rate borrowings and 2.00% with respect to term SOFR borrowings.

The Company has scheduled amortization payments under the Senior Secured Term Loan Facility in equal quarterly installments in an annual amount equal to 1.00% of the original principal amount of the term loans payable on the last day of each calendar quarter, with the unpaid balance being due and payable at maturity.

The Credit Agreement contains a number of negative covenants that, among other things and subject to certain exceptions, may restrict Qnity’s ability and the ability of each of our restricted subsidiaries to: incur additional indebtedness (including guarantees thereof); create liens on, sell or otherwise dispose of Qnity assets; enter into mergers, consolidations and other fundamental changes; make certain investments or acquisitions; engage in sale-leaseback transactions; repurchase Qnity common stock, pay dividends or make similar distributions or other restricted payments on Qnity capital stock; repay certain indebtedness; engage in certain affiliate transactions; and enter into agreements that restrict Qnity’s ability to create liens, pay dividends or make loan repayments.

With respect to the Senior Secured Revolving Facility, the related credit agreement requires that Qnity maintain, on a quarterly basis, a consolidated first lien net leverage ratio not to exceed 4.50:1.00, tested at the end of each fiscal quarter, subject to an increase of 0.50:1.00 in connection with the consummation of certain material acquisitions (defined in a customary manner) and applicable to the fiscal quarter in which such acquisition is consummated and the four consecutive full fiscal quarters thereafter.

The Credit Agreement also contains representations and warranties, affirmative covenants and events of default, in each case, usual and customary for facilities and transactions of this type.

In the normal course of business, the Company is involved from time to time in various arbitrations, lawsuits, claims and other actions with respect to patent infringement claims, employment claims, including alleged wage and hour violations, and commercial claims.

The Company accrues for such matters where losses are deemed probable and reasonably estimable. There are other matters involving the Company for which a loss is deemed remote or reasonably possible, and, as a result, associated accruals have not been established. It is reasonably possible that some of these matters could result in future payments or costs in excess of the amounts accrued at September 30, 2025, but such excess amounts cannot be reasonably estimated. Based upon current information, management does not expect any of the matters pending against the Company at September 30, 2025 to have a material impact on its unaudited interim Combined Financial Statements.

The following tables summarize the activity related to each component of accumulated other comprehensive income (loss) ("AOCI" or "AOCL") for the three and nine months ended September 30, 2025 and 2024:

The tax effects on the net activity related to each component of other comprehensive loss were immaterial for each of the three and nine months ended September 30, 2025 and 2024.

Qnity employees participate, as eligible, in Qnity’s and DuPont’s sponsored pension plans, including defined benefit plans and defined contribution plans. Where permitted by applicable law, Qnity and DuPont reserve the right to amend, modify, or discontinue the plans at any time. The defined benefit pension plans of Qnity are summarized below.

DuPont offers both funded and unfunded contributory and noncontributory defined benefit pension plans in certain non-US jurisdictions that are shared among its businesses, including Qnity, and the participation of its employees and retirees in these plans is reflected as though Qnity participated in multiemployer plans with DuPont. Qnity’s proportionate share of the expense associated with the multiemployer plans is reflected in the unaudited interim Combined Financial Statements, while any assets and liabilities associated with the multiemployer plans are retained by DuPont and recorded on DuPont’s balance sheet.

The benefits under these plans are based primarily on years of service and employees’ pay near retirement.

DuPont’s funding policy is consistent with the funding requirements of federal laws and regulations. Pension coverage for employees of DuPont’s non-U.S. combined subsidiaries is provided, to the extent deemed appropriate, through separate plans. Obligations under such plans are funded by depositing funds with trustees, covered by insurance contracts, or remain unfunded.

Under the multiemployer approach, the amount recognized as expense represents an allocation of net periodic pension cost, which includes non-operating pension costs. The expense allocated to the unaudited interim Combined Financial Statements, which was based on the headcount of participants in the plans, was immaterial for both U.S. and non-U.S. plans for each of the three and nine months ended September 30, 2025 and 2024.

Qnity has 11 non-U.S. pensions that benefit only its employees and retirees, and these plans are considered single-employer plans. The costs and any assets and liabilities associated with the single-employer pension benefit plans are reflected in the unaudited interim Combined Financial Statements.

The following sets forth the components of the Company's net periodic benefit costs for defined benefit pension plans:

The net periodic benefit costs, other than the service cost component, are included in "Other income (expense) - net" in the unaudited interim Combined Statements of Operations.

Qnity made $1 million of periodic benefit plan contributions for the three months ended September 30, 2025 and no periodic benefit plan contributions for the three months ended September 30, 2024. Additionally, Qnity made $3 million and $2 million of periodic benefit plan contributions for the nine months ended September 30, 2025 and 2024, respectively. Qnity does not expect to make any material additional contributions for the remainder of 2025.

The Company's segments are aligned with the market verticals they serve, while maintaining integration and innovation strengths within strategic value chains. The Company's Chief Executive Officer is its CODM. Effective in the first quarter of 2025, in anticipation of the Separation, DuPont and Qnity realigned their segment structure. As a result of this realignment, Qnity consists of two operating and reportable segments: Semiconductor Technologies (“Semi”) and Interconnect Solutions (“ICS”). All periods presented have been adjusted to conform to the current segment reporting structure. This realignment is consistent with how the CODM now assesses performance. Major products by segment include: Semi (which includes chemical mechanical planarization (“CMP”) pads and slurries, photoresists, functional sub-layers, advanced overcoats, post-CMP cleaners, post-Etch residue removers and emerging cleans) and ICS (which includes copper pillar plating, copper redistribution layer, solder bump plating, under bump metallization, photoresists, packaging dielectrics, gap fillers, phase change, specialty thermal interface materials, thermally conductive insulators, copper playing solutions, dry film photoresists, laminates and polyimide films). The Company operates globally in substantially all of its product lines. Transfers of products between operating segments are generally valued at cost, to the extent such transfers are applicable.

The Company's measure of profit/loss for segment reporting purposes is Operating EBITDA as this is the manner in which the CODM assesses performance and allocates resources. The CODM utilizes Operating EBITDA to assess financial performance and allocate resources by comparing actual results to historical and previously forecasted results. The Company defines Operating EBITDA as earnings (i.e., “Income (loss) before income taxes”) before interest, depreciation, amortization, non-operating pension and other post-employment benefits / charges, and foreign exchange gains / losses, indirect legacy costs, and adjusted for significant items. Reconciliations of these measures are provided on the following pages.

1.The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

2.Other segment items include immaterial other gains or losses and miscellaneous income and expenses.

3.Depreciation is a reconciling item to Segment Operating EBITDA as it is included within "Cost of sales", "Selling, general and administrative expenses" and "Research and development expenses".

1.Corporate includes certain enterprise and governance activities including non-allocated corporate overhead costs and support functions, leveraged services, and other costs not absorbed by reportable segments.

2.Interest expense in 2025 was driven by interest associated with the Secured and Unsecured Notes.

3.Included in "Other income (expense) - net."

The following tables summarize the pre-tax impact of significant items by segment that are excluded from Operating EBITDA above:

2. Reflects the accrued interest earned on employee retention credits and is recorded in "Interest income" within the "Other income (expense) - net" line item in the Company's unaudited interim Combined Statements of Operations.

1.Reflects the incremental cash spent or unpaid on capital expenditures; total capital expenditures are presented on a cash basis.

On the Separation and Distribution Date, DuPont completed the Separation of the Company through the Distribution. After the Distribution, the Company began publicly trading on the New York Stock Exchange, under the ticker "Q", on November 3, 2025. As part of the Separation, the Company underwent an internal reorganization that resulted in it becoming the holder, directly or through its subsidiaries, of the ElectronicsCo business held by DuPont prior to the Separation and Distribution Date.

On the Separation and Distribution Date, the net proceeds from the Secured and Unsecured Notes issuance and borrowings under the Senior Secured Term Loan Facility, as well as cash on hand were used to fund the distribution to DuPont on the Separation and Distribution Date in the amount of $4,122 million, inclusive of $1,000 million and $750 million net proceeds from the Secured and Unsecured Notes, respectively, $2,350 million net proceeds from the Senior Secured Term Loan Facility and $22 million of costs related to the Secured and Unsecured Notes. In addition, the Company distributed pre-funded interest on the Notes through March 31, 2026 of $66 million (and investment returns on amounts held in escrow in respect of the Secured and Unsecured Notes issuance of $15 million).

See Note 12 to the unaudited interim Combined Financial Statements for additional information on the Secured and Unsecured Notes issuances and borrowings under the Senior Secured Term Loan Facility.

In connection with the Separation, DuPont and the Company entered into a certain agreements that will effect separation, the allocation of assets and liabilities to DuPont and the Company and provide a framework for the relationship following the Separation and Distribution. Effective on the Separation and Distribution Date, the following agreements were executed:

•the Separation and Distribution Agreement;

•the Tax Matters Agreement;

•the Employee Matters Agreement;

•the Transition Services Agreements;

•the ESL Cost Sharing Agreement; and

•other agreements governing aspects of the Company’s relationship with DuPont following the Separation including the Intellectual Property Cross-License Agreement and Legacy Liabilities Assignment Agreement, among others.

In connection with the Separation, certain assets and liabilities have been or will be contractually allocated to the Company from DuPont, including legacy liabilities and indemnifications as outlined within the agreements noted above. These amounts are expected to be material and will be reflective of operations through the Separation and Distribution Date. The amounts are being finalized and will be reflected as liabilities in the Company's December 31, 2025 balance sheet.

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.