8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2023 (June 1, 2023)

DuPont de Nemours, Inc.

(Exact name of registrant as specified in its charter)

            

Delaware	001-38196	81-1224539
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification No.)

974 Centre Road,	Building 730	Wilmington,	Delaware	19805
(Address of Principal Executive Offices)				(Zip Code)

(302) 295-5783

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ¨

Item 8.01    Other Events.

As previously reported in the registrant’s periodic filings under the Exchange Act, each of The Chemours Company (“Chemours”), DuPont de Nemours, Inc. (the “Company” or “DuPont”), Corteva, Inc. (“Corteva”), amongst other defendants, is a party to lawsuits involving PFAS-related drinking water claims related to the use of aqueous film-forming (“AFFF”) foam. Most of these lawsuits have been consolidated in multi-district litigation (“AFFF MDL”) in the United States District Court for the District of South Carolina (the “Court”). For purposes of this current report on Form 8-K, PFAS refers to per- or polyfluoroalkyl substances, which include perfluorooctanoic acids and its ammonium salts (“PFOA”) and HFPO-DA, among a broad range of organic substances.

On June 1, 2023, Chemours, DuPont and Corteva (collectively, the “Companies”) reached an agreement in principle with plaintiffs’ counsel in the AFFF MDL to comprehensively resolve all PFAS-related claims of a defined class of public water systems, which includes water systems that are not party to the AFFF MDL, that serve the vast majority of the United States population. The proposed class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS and all Public Water Systems that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. The class does not include water systems owned and operated by a State or the United States government; small systems that have not detected PFAS and are not currently required to monitor for it under federal or state requirements; and, unless they otherwise request to be included, water systems in the lower Cape Fear River Basin of North Carolina. On June 2, 2023, the Companies issued a joint press release announcing the agreement in principle. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The total settlement amount is $1.185 billion in cash, which the Companies will collectively contribute to a Qualified Settlement Fund (the “Water District Settlement Fund”). The amount that each of the Companies will contribute to the Water District Settlement Fund will be determined in accordance with the previously disclosed, binding memorandum of understanding between the Companies entered on January 22, 2021 (the “2021 MOU”) with Chemours contributing 50 percent (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) together contributing the remaining 50 percent. The parties expect to utilize the 2021 MOU escrow account balance, among other sources, to make their respective contributions to the Water District Settlement Fund.

The settlement is subject to Court approval. To effect the terms of the agreement in principle, the parties have agreed that within the quarter ended June 30, 2023, they will finalize and submit to the Court for preliminary approval a definitive agreement, together with a motion seeking certification of the proposed settlement class. The definitive agreement will address the timing and logistics of the settlement payment and conditions under which the settlement might not proceed. The parties have agreed that the conditions to termination will include a walk-away right that enables the Companies to terminate the settlement if more than a confidential, agreed number of class members opt out. Within ten business days following the Court’s preliminary approval of the settlement, which is expected within two months of the submission of the definitive agreement to the Court, the Companies will fund the settlement in full and deposit the settlement amount into the Water District Settlement Fund. Final Court approval of the settlement is expected no sooner than six months after preliminary approval. As part of the approval process, the Court will establish a timetable for notice to class members, for hearings on approval, and for class members to opt out of the settlement. A court-appointed claims administrator, under the oversight of a court-appointed special master, will be responsible for the management, allocation and distribution of the water district settlement fund. Class counsel, subject to the Companies’ consent, will nominate the persons who, if approved by the Court, will serve as claims administrator and special master.

The Companies will continue to vigorously defend against claims that are not part of the settlement, including those pending in the AFFF MDL or in other courts.

Cautionary Statement About Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate”, “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the agreement in principle announced on June 2, 2023 to comprehensively resolve all PFAS-related drinking water claims of a defined class of public water systems that serve the vast majority of the United States population. Factors that could cause or contribute to these differences include, but are not limited to: the achievement, terms and conditions of a final settlement; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; changes in laws and regulations applicable to PFAS chemicals; the level of opt-out exclusions from the settlement. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Further lists and descriptions of risks and uncertainties can be found in DuPont’s annual report on Form 10-K for the year ended December 31, 2022, and its subsequent reports on Form 10-Q, Form 10-K and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. DuPont does not assumes any obligation to publicly provide revisions or updates to 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.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number	Description
99.1	Joint press release issued by The Chemours Company, DuPont de Nemours, Inc. and Corteva, Inc. on June 2, 2023 announcing an agreement in principle to comprehensively resolve all PFAS-related claims of a defined class of public water systems that serve the vast majority of the United States population.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DUPONT DE NEMOURS, INC.
		Registrant
Date:	June 2, 2023	By:	/s/ ERIK T. HOOVER
		Name:	Erik T. Hoover
		Title:	Senior Vice President and General Counsel

EX-99.1

Chemours, DuPont, and Corteva Reach Comprehensive PFAS Settlement with U.S. Water Systems

WILMINGTON, Del., June 2, 2023 – The Chemours Company (NYSE: CC), DuPont de Nemours, Inc. (NYSE: DD) and Corteva, Inc. (NYSE: CTVA) (the “companies”) today announced they have reached an agreement in principle to comprehensively resolve all PFAS-related drinking water claims of a defined class of public water systems that serve the vast majority of the United States population.

The class includes water systems with a current detection of PFAS1 at any level and those that are currently required to monitor for the presence of PFAS under EPA monitoring rules2 or other applicable laws. This includes but is not limited to systems in the South Carolina aqueous film-forming foam multi-district litigation (“AFFF MDL”).

The companies will collectively establish and contribute a total of $1.185 billion to a settlement fund (“water district settlement fund”). Contribution rates will be consistent with the binding Memorandum of Understanding between the companies reached in January 2021, with Chemours contributing 50 percent (about $592 million), and DuPont (about $400 million) and Corteva (about $193 million) collectively contributing the remaining 50 percent. The settlement amounts will be funded by the companies in full and deposited into the water district settlement fund within ten business days following preliminary approval of the settlement by the Court.

Upon finalization of a definitive agreement, expected within the second quarter of 2023, the settlement will be subject to approval by the United States District Court for the District of South Carolina. As part of the approval process, the Court will establish a timetable for notice to class members, hearings on approval, and for class members to opt out of the settlement. The companies will have the right to terminate the settlement if opt-outs exceed specified levels.

The following systems are excluded from the settlement class: water systems owned and operated by a State or the United States government; small systems that have not detected the presence of PFAS and are not currently required to monitor for it under federal or state requirements; and water systems in the lower Cape Fear River Basin of North Carolina (which are included only if they so request).

If a settlement cannot be finalized and approved and plaintiffs elect to pursue their claims in court, the companies will continue to assert their strong legal defenses in pending litigation. The companies deny the allegations in the underlying litigation and reserve all legal and factual defenses against such claims if they were litigated to conclusion.

Additional information in the form of a question and answer addendum is located on the respective investors section of Chemours', DuPont's and Corteva's websites.

1.PFAS, as defined in this settlement, includes PFOA and HFPO-DA among a broad range of fluorinated organic substances.

2.The class is composed of all Public Water Systems, as defined in 42 U.S.C § 300f, with a current detection of PFAS or that are currently required to monitor for PFAS under the EPA’s Fifth Unregulated Contaminant Monitoring Rule (“UCMR 5”) or other applicable federal or state law. Approximately 88 percent of the U.S. is served by systems required to test under UCMR 5.

About The Chemours Company

The Chemours Company (NYSE: CC) is a global leader in Titanium Technologies, Thermal & Specialized Solutions, and Advanced Performance Materials providing its customers with solutions in a wide range of industries with market-defining products, application expertise and chemistry-based innovations. We deliver customized solutions with a wide range of industrial and specialty chemicals products for markets, including coatings, plastics, refrigeration and air conditioning, transportation, semiconductor and consumer electronics, general industrial, and oil and gas. The company has approximately 6,600 employees and 29 manufacturing sites serving approximately 2,900 customers in approximately 120 countries. Chemours is headquartered in Wilmington, Delaware and is listed on the NYSE under the symbol CC.

For more information, we invite you to visit investors.chemours.com or follow us on Twitter @Chemours or LinkedIn.

About DuPont

DuPont (NYSE: DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. More information about the company, its businesses and solutions can be found at www.dupont.com. Investors can access information included on the Investor Relations section of the website at investors.dupont.com.

DuPont™, the DuPont Oval Logo, and all trademarks and service marks denoted with ™, SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.

About Corteva

Corteva, Inc. (NYSE: CTVA) is a publicly traded, global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com.

Follow Corteva on Facebook, Instagram, LinkedIn, Twitter, and YouTube.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on certain assumptions and expectations of future events that may not be accurate or realized and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate”, “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the settlement with plaintiff water utilities concerning PFAS liabilities. Factors that could cause or contribute to these differences include, but are not limited to: the achievement, terms and conditions of a final settlement; the outcome of any pending or future litigation related to PFAS or PFOA, including personal injury claims and natural resource damages claims; the extent and cost of ongoing remediation obligations and potential future remediation obligations; changes in laws and regulations applicable to PFAS chemicals; the level of opt-out exclusions from the settlement. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Further lists and descriptions of risks and uncertainties can be found in each of Chemours’, DuPont’s and Corteva’s respective annual report on Form 10-K for the year ended December 31, 2022, and each of Chemours’, DuPont’s and Corteva’s respective subsequent reports on Form 10-Q, Form 10-K and Form 8-K, the contents of which are not incorporated by reference into, nor do they form part of, this announcement. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on each of Chemours’, DuPont’s or Corteva’s respective consolidated financial condition, results of operations, credit rating or liquidity. None of Chemours, DuPont or Corteva assumes any obligation to publicly provide revisions or updates to 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.

CONTACTS:

Chemours - Investors

Jonathan Lock

+1.302.773.2263

investor@chemours.com

Kurt Bonner

+1.302.773.0026

investor@chemours.com

Chemours - Media

Thom Sueta

+1.302.773.3903

media@chemours.com

DuPont - Investors

Christopher Mecray

+1.302.999.2030

Chris.mecray@dupont.com

DuPont - Media

Dan Turner

+1.302.299.7628

Daniel.A.Turner@dupont.com

Corteva - Investors

Kim Booth

+1.302.485.3190

kimberly.a.booth@corteva.com

Corteva - Media

Dave Sousa

+1.317.418.4672

david.sousa@corteva.com

XML

Cover Document	Jun. 01, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 01, 2023
Entity File Number	001-38196
Entity Registrant Name	DuPont de Nemours, Inc.
Entity Central Index Key	0001666700
Entity Tax Identification Number	81-1224539
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	974 Centre Road,
Entity Address, Address Line Two	Building 730
Entity Address, City or Town	Wilmington,
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19805
City Area Code	(302)
Local Phone Number	295-5783
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	DD
Security Exchange Name	NYSE