11/04/2025 | Press release | Distributed by Public on 11/04/2025 19:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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DuPont de Nemours, Inc. 974 CENTRE ROAD BUILDING 730 WILMINGTON, DE 19805 |
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| /s/ Erik T. Hoover, Senior Vice President and General Counsel | 11/04/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On November 1, 2025, in connection with the separation of the Issuer from DuPont de Nemours, Inc. ("DuPont"), DuPont distributed 100% of the issued and outstanding shares of the Issuer's common stock to the stockholders of DuPont, with each DuPont stockholder receiving one share of the Issuer's common stock for every two shares of DuPont's common stock held by such holder as of the close of business on October 22, 2025. |
| (2) | On September 30, 2025, DuPont reported that it owned 100 shares of the Issuer's common stock, which at the time constituted all of the issued and outstanding shares of the Issuer's common stock. Pursuant to an amended and restated certificate of incorporation of the Issuer filed with the Secretary of State of the State of Delaware on October 31, 2025, the 100 shares of the Issuer's common stock were automatically converted into an aggregate of 209,443,778 shares of the Issuer's common stock (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of DuPont in the Issuer's securities. |