DuPont de Nemours, Inc.DD
DuPont de Nemours, Inc. Stock Compensation Disclosure
STOCK-BASED COMPENSATION
1. No awards were granted by the Company out of the EIP plan in 2025, 2024, and 2023.
1. No stock options were granted by the Company out of the EIP plan in 2025, 2024, and 2023.
Effective with the DWDP Merger, on August 31, 2017, DowDuPont assumed all TDCC and EIDP equity incentive compensation awards outstanding immediately prior to the DWDP Merger. The TDCC and EIDP stock-based compensation plans were assumed by DowDuPont and remained in place with the ability to grant and issue DowDuPont common stock until the DWDP Distributions.
Immediately following the Corteva Distribution, DuPont adopted the DuPont Omnibus Incentive Plan ("DuPont OIP") which provides for equity-based and cash incentive awards to certain employees, directors, independent contractors and consultants. Upon adoption of the DuPont OIP, the TDCC and EIDP plans were rolled into the DuPont OIP as separate subplans and no longer granted new awards. All previously granted equity awards under these subplans have the same terms and conditions that were applicable to the awards under the TDCC and EIDP plans immediately prior to the DWDP Distributions. Due to reaching the plan term of the DuPont OIP, no further awards will be granted from the plan. Awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
During the second quarter of 2020, the stockholders of DuPont approved the DuPont 2020 Equity and Incentive Plan (the "2020 EIP"), which allows the Company to grant options, share appreciation rights, restricted shares, restricted stock units ("RSUs"), share bonuses, other share-based awards, cash awards, each as defined in the 2020 EIP, or any combination of the foregoing. Under the 2020 EIP, a maximum of 14 million shares of common stock are available for award as of December 31, 2025. The
approval of the 2020 Plan had no effect on the Company’s ability to make future grants under the DuPont OIP in accordance with its terms, and awards that are outstanding under the DuPont OIP remain outstanding in accordance with their terms.
A description of the Company's stock-based compensation is discussed below followed by a description of TDCC and EIDP stock-based compensation.
At the time of the M&M Divestiture, outstanding, unvested share-based compensation awards granted in 2022 and held by Employees transferred to Celanese were terminated and reissued as equity awards under the Celanese stock plan. Pre-2022 awards held by M&M Employees were settled by DuPont based on vesting conditions noted in respective grant agreements.
In connection with the Electronics Separation on November 1, 2025 (see Note 1), all outstanding stock-based compensation awards associated with Qnity employees converted into Qnity awards, became Qnity’s responsibility and were cancelled from DuPont plans, with the exception of certain awards granted to executive level employees. The conversion into Qnity awards was made with the intent to preserve the intrinsic value of each award immediately before and after the Separation. In addition, for awards associated with remaining DuPont employees, the number of shares underlying unvested stock awards was adjusted along with the exercise price and the number of shares underlying outstanding stock options. These adjustments were made with the intent to preserve the intrinsic value of each award immediately before and after the Separation and were determined using a ratio calculated using the DuPont share price based on the market closing price before and the average of the closing price from the first three days of trading after the Separation.
Certain awards that were outstanding with DuPont's executive employees prior to the separation converted into both DuPont and Qnity awards designed to mirror the DuPont and Qnity common stock that would have been held had the stock-based compensation award been outstanding. Similar to that described above, this conversion was done with the intent to preserve the intrinsic value of each award.
The terms of the outstanding awards remain the same and if unvested, continue to vest over the original vesting periods. The adjustments to shares underlying unvested stock awards and outstanding stock options did not result in a material stock-based compensation cost.
Accounting for Stock-Based Compensation
The Company grants stock-based compensation awards that vest over a specified period or upon employees meeting certain performance and/or retirement eligibility criteria. The fair value of equity instruments issued to employees is measured on the grant date. The fair value of liability instruments issued to employees is measured at the end of each quarter. The fair value of equity and liability instruments is expensed over the vesting period or, in the case of retirement, from the grant date to the date on which retirement eligibility provisions have been met and additional service is no longer required. The Company estimates expected forfeitures.
DuPont recognized share-based compensation expense in continuing operations of $38 million for the year ended December 31, 2025, $56 million for the year ended December 31, 2024 and $57 million for the year ended December 31, 2023, respectively. The income tax benefits related to stock-based compensation arrangements were $10 million, $12 million and $12 million for the years ended December 31, 2025, 2024 and 2023.
As of December 31, 2025, there was no unrecognized compensation cost as all stock option awards have vested. Total unrecognized pretax compensation cost in continuing operations related to RSUs and performance based stock units ("PSUs") of $50 million at December 31, 2025, is expected to be recognized over a weighted average period of 1.8 years. The total fair value of RSUs and PSUs vested in the year ended December 31, 2025 was $59 million. The weighted average grant-date fair value of RSUs and PSUs granted during 2025 was $80.37.
DuPont 2020 Equity Incentive Plan
2020 EIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards and the assumptions set forth in the table below. The weighted-average assumptions used to calculate total stock-based compensation are included in the following table:
EIP Weighted-Average Assumptions 1 | 2022 | ||||
| Dividend yield | 1.8 | % | |||
| Expected volatility | 26.4 | % | |||
| Risk-free interest rate | 1.9 | % | |||
| Expected life of stock options granted during period (years) | 6.0 | ||||
1. No stock options were granted by the Company out of the EIP plan in 2025, 2024 or 2023.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2025 under the 2020 EIP:
| EIP Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2025 | 509 | $ | 74.61 | |||||||||||
| Exercised | (83) | $ | 31.47 | |||||||||||
| Qnity exits | (85) | $ | 74.38 | |||||||||||
| Share conversion | 545 | $ | 53.13 | |||||||||||
| Forfeited/Expired | (4) | $ | 74.08 | |||||||||||
| Outstanding at December 31, 2025 | 882 | $ | 31.58 | 5.98 | $ | 7,604 | ||||||||
| Exercisable at December 31, 2025 | 882 | $ | 31.58 | 5.98 | $ | 7,604 | ||||||||
Additional Information about EIP Stock Options 1 | |||||||||||
| In millions, except per share amounts | 2025 | 2024 | 2023 | ||||||||
Weighted-average fair value per share of options granted 1 | $ | — | $ | — | $ | — | |||||
Total compensation expense for stock options plans 2 | $ | 10 | $ | 10 | $ | 10 | |||||
Related tax benefit 2 | $ | 2 | $ | 2 | $ | 2 | |||||
2. These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
2020 EIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that generally vest over a three-year period and, upon vesting, convert one-for-one to DuPont common stock. For grants issued prior to 2024, retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. For grants issued in 2024, a retirement eligible employee retains a prorated portion of any granted awards upon retirement provided the employee has rendered at least 12 months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The Company grants PSUs to senior leadership under the 2020 EIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
Nonvested awards of RSUs and PSUs are shown below:
| EIP RSUs and PSUs | Number of Shares (in thousands) | Weighted Average Grant Date Fair Value (per share) | ||||||
| Nonvested at January 1, 2025 | 2,204 | $ | 69.11 | |||||
| Granted | 1,161 | $ | 80.37 | |||||
| Vested | (921) | $ | 64.56 | |||||
| Qnity exits | (666) | $ | 73.87 | |||||
| Share conversion | 896 | $ | 53.84 | |||||
| Forfeited | (212) | $ | 57.87 | |||||
| Nonvested at December 31, 2025 | 2,462 | $ | 37.57 | |||||
DuPont Omnibus Incentive Plan
The DuPont OIP has two subplans that have the same terms and conditions of the TDCC and EIDP plans immediately prior to the DWDP Distributions. Awards previously granted under those plans that were nonvested will now vest in each subplan. No awards were granted by the Company out of the DuPont OIP plan in 2025, 2024 or 2023. All new awards will be granted by the EIP.
DuPont OIP Stock Options
The exercise price of shares subject to option is equal to the market price of the Company's stock on the date of grant. Stock option awards expire 10 years after the grant date. The plan allows retirement-eligible employees of the Company to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date.
The Company uses the Black-Scholes option pricing model to determine the fair value of stock option awards. No awards were granted by the Company out of the DuPont OIP plan in 2025, 2024 and 2023.
The Company determines the dividend yield by dividing the annualized dividend on DuPont's common stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to DuPont's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2025 under the DuPont OIP:
| OIP Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2025 | 1,390 | $ | 62.55 | |||||||||||
| Exercised | (292) | $ | 46.46 | |||||||||||
| Qnity exits | (251) | $ | 64.02 | |||||||||||
| Share conversion | 1,266 | $ | 43.99 | |||||||||||
| Forfeited/Expired | (18) | $ | 22.62 | |||||||||||
| Outstanding at December 31, 2025 | 2,095 | $ | 26.04 | 4.12 | $ | 29,660 | ||||||||
| Exercisable at December 31, 2025 | 2,095 | $ | 26.04 | 4.12 | $ | 29,660 | ||||||||
Additional Information about OIP Stock Options 1 | |||||||||||
| In millions, except per share amounts | 2025 | 2024 | 2023 | ||||||||
Total compensation expense for stock options plans 2 | $ | 23 | $ | 23 | $ | 23 | |||||
Related tax benefit 2 | $ | 5 | $ | 5 | $ | 5 | |||||
1. No awards were granted by the Company out of the OIP plan in 2025, 2024, or 2023.
2.These amounts represent life to date.
The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between the closing stock price on the last trading day of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options at year end.
DuPont OIP Restricted Stock Units and Performance Based Stock Units
The Company grants RSUs to certain employees that serially vested over a three-year period and, upon vesting, convert one-for-one to DuPont common stock. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date.
The Company grants PSUs to senior leadership under a subplan of the DuPont OIP. Vesting for PSUs granted is based upon achieving certain return on invested capital ("ROIC") targets and certain adjusted corporate net income annual growth targets, weighted evenly between the metrics and modified by a relative total shareholder return ("TSR") percentile ranking goal as compared to the S&P 500. The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant. The weighted-average grant-date fair value of the PSUs, subject to the TSR metric, is based upon the market price of the underlying common stock as of the grant date and estimated using a Monte Carlo simulation.
As of December 31, 2025, there are no material nonvested awards of RSUs and no RSUs granted out of the DuPont OIP in 2025, 2024 and 2023.
TDCC Stock Incentive Plan
In connection with the DWDP Merger, on August 31, 2017 all outstanding TDCC stock options under the TDCC 2012 Stock Incentive Plan (the "2012 Plan") were converted into stock options with respect to DowDuPont Common Stock.
TDCC Stock Options
TDCC granted stock options to certain employees, subject to certain annual and individual limits, with terms of the grants fixed at the grant date. The exercise price of each stock option equals the market price of TDCC’s stock on the grant date. Options vest from one year to three years, and had a maximum term of 10 years. To measure the fair value of the awards on the date of grant, TDCC used the Black-Scholes option pricing model. No awards were granted by the Company out of the TDCC plan during 2025, 2024 and 2023.
EIDP Equity Incentive Plan
EIDP Stock Options
The exercise price of shares subject to option is equal to the market price of EIDP's stock on the date of grant. All options vest serially over a three-year period. Stock option awards expire ten years after the grant date. The plan allowed retirement-eligible employees of EIDP to retain any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. There were no options granted out of the EIDP EIP in 2025, 2024 and 2023.
EIDP determined the dividend yield by dividing the annualized dividend on DowDuPont's Common Stock by the option exercise price. A historical daily measurement of volatility (using DowDuPont stock information after the DWDP Merger date and a weighted average of TDCC and EIDP prior to DWDP Merger date) is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to EIDP's historical experience, adjusted for expected exercise patterns of in-the-money options.
The following table summarizes stock option activity for 2025:
| EIDP Stock Options | Number of Shares (in thousands) | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
| Outstanding at January 1, 2025 | 2,002 | $ | 73.77 | |||||||||||
| Exercised | (584) | $ | 37.93 | |||||||||||
| Qnity exits | (58) | $ | 88.02 | |||||||||||
| Share conversion | 1,646 | $ | 67.07 | |||||||||||
| Forfeited/Expired | (134) | $ | 36.75 | |||||||||||
| Outstanding at December 31, 2025 | 2,872 | $ | 40.81 | 1.70 | $ | 4,881 | ||||||||
| Exercisable at December 31, 2025 | 2,872 | $ | 40.81 | 1.70 | $ | 4,881 | ||||||||
EIDP Restricted Stock Units
EIDP issued RSUs that serially vested over a three-year period. A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following the grant date. Additional RSUs were also granted periodically to key senior management employees. These RSUs generally vested over periods ranging from three years to five years. The fair value of all stock-settled RSUs is based upon the market price of the underlying common stock as of the grant date. The awards have the same terms and conditions as were applicable to such equity awards immediately prior to the DWDP Merger closing date. As of December 31, 2025, there are no material nonvested awards of RSUs and no RSUs granted out of the EIDP EIP in 2025, 2024 and 2023.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.