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): ~~May~~July 211, 2026



Qnity Electronics, Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-42619	33-3002745
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


974 Centre Road,	Building 735	19805
Wilmington,	Delaware
(Address of principal executive offices)		(Zip Code)

1 (302) 294-4651

(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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	Q	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 51.~~07.~~01 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On July 1, 2026 (the “Closing Date”), Qnity Electronics, Inc. (~~“Qnity,”~~the “~~we,~~Company” or the “~~our~~Borrower”) ~~held~~and certain of its ~~annual~~direct ~~meeting~~and ofindirect ~~stockholders~~subsidiaries, onparty ~~May~~thereto 21as guarantors and grantors, ~~2026~~entered into Repricing Amendment No. 1 to the Credit Agreement (the “~~Annual Meeting~~Amendment”)., ~~Set~~dated ~~forth~~as ~~below~~of ~~are~~October 31, 2025, among the ~~final~~Borrower, ~~voting~~JPMorgan ~~results~~Chase ~~for~~Bank, ~~each~~N.A., ofas administrative agent and collateral agent, and the ~~matters~~lenders ~~submitted~~and toother aloan ~~vote~~parties offrom ~~the~~time ~~stockholders~~to attime ~~the~~party ~~Annual~~thereto ~~Meeting.~~(as ~~For~~amended ~~more~~from ~~information~~time ~~about~~to ~~the~~time, ~~proposals~~including ~~set~~by ~~forth~~the ~~below~~Amendment, ~~please~~the ~~see~~“Credit ~~our~~Agreement”). ~~definitive~~Capitalized ~~proxy~~terms ~~statement~~used ~~filed~~but ~~with~~not defined herein have the ~~Securities~~meanings ~~and~~given ~~Exchange~~to ~~Commission~~them onin ~~April~~the 8,Credit ~~2026~~Agreement.

1The Amendment repriced all $2,338,250,000 of the Term Loans (“Term Loans”) outstanding immediately prior to the Closing Date, reducing the applicable interest rate on the Term Loans from (i) Term Secured Overnight Financing Rate (“Term SOFR Rate”) plus a margin of 2.~~Our~~00% ~~stockholders~~(and, ~~elected~~in ~~three~~the ~~Class~~case Iof ~~directors~~Base Rate Loans, a margin of 1.00%) to ~~each~~(ii) ~~serve~~Term SOFR Rate plus a ~~two-year~~margin ~~term~~of ~~until~~1.75% ~~our~~(and, ~~2028~~in ~~annual~~the ~~meeting~~case of ~~stockholders~~Base orRate ~~until~~Loans, ~~his~~a margin of 0.75%). In connection with the repricing, the repriced Term Loans are subject to a 1.00% premium on certain prepayments, repayments, and amendments constituting a “Repricing Event” occurring on or ~~her~~prior ~~successor~~to ~~has~~the ~~been~~date ~~elected~~that is six (6) months after the Closing Date. The Amendment did not materially change any of the other terms and ~~qualified~~conditions of the Credit Agreement. Accordingly, ~~based~~except as set forth herein, the repriced Term Loans have the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as described under “Senior Secured Credit Facilities” in Note 14 to the Company's consolidated financial statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the ~~following~~year ~~voting~~ended ~~results:~~December 31, 2025.

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Karin De Bondt	141,126,582	1,673,354	216,705	27,628,432
Byron Green	140,877,496	1,906,626	232,519	27,628,432
Jon Kemp	142,101,132	677,805	237,704	27,628,432

The foregoing description of the Amendment and the Term Loans is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.~~Our~~03 Creation ~~stockholders~~of ~~approved,~~a inDirect anFinancial ~~advisory~~Obligation ~~vote,~~or ~~the~~an ~~compensation~~Obligation ofunder ~~our~~an ~~named~~Off-Balance ~~executive~~Sheet ~~officers,~~Arrangement ~~based~~of ona ~~the~~Registrant. ~~following voting results:~~

Votes For			Votes Against			Abstentions			Broker Non-Votes
136,385,611			6,156,323			474,707			27,628,432

The information set forth under Item 1.01 hereof is incorporated by reference in this Item 2.03.

3Item 9.~~Our~~01 ~~stockholders~~Financial ~~approved,~~Statements inand ~~an advisory vote, the frequency of future advisory votes on named executive officers compensation as every 1 year, based on the following voting results:~~Exhibits.

1 Year			2 Years			3 Years			Abstentions			Broker Non-Votes
140,248,870			289,836			2,111,361			366,574			27,628,432

(d) Exhibits

Based on the results above, and consistent with the prior recommendation of the Qnity Board of Directors in favor of an annual advisory vote on the compensation of our named executive officers, the Board has determined that future advisory votes on named executive officers compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.


Exhibit No.			Description

10.1			Amendment No. 1 to Credit Agreement, effective as of July 1, 2026, by and among Qnity Electronics, Inc., JPMorgan Chase Bank, N.A. and the other parties thereto.

104			Cover Page Interactive Data File (embedded within the Inline XBRL Document).

4.Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2026, based on the following voting results:

Votes For			Votes Against			Abstentions
169,537,600			810,793			296,680

SIGNATURE

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.

QNITY ELECTRONICS, INC.

By: /s/ Peter W. Hennessey Name: Peter W. Hennessey Title: SVP and General Counsel

Date: ~~May~~July 221, 2026

Filing Compare · Qnity Electronics, Inc.