DowDuPont Inc.

[Pages:122]Table of Contents

Filed pursuant to Rule 424(b)(5) Registration No. 333-227202

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell, nor do they seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

Prospectus Supplement (To prospectus dated September 5, 2018)

Subject to Completion Dated November 13, 2018

$

DowDuPont Inc.

$ $ $ $ $ $ $ $

% Notes due 2020 % Notes due 2023 % Notes due 2025 % Notes due 2028 % Notes due 2038 % Notes due 2048 Floating Rate Notes due 2020 Floating Rate Notes due 2023

We will pay interest on the % Notes due 2020 (the "2020 Notes") on

and

of each year, commencing on

, 2019. We will pay interest on the % Notes

due 2023 (the "2023 Notes") on

and

of each year, commencing on

, 2019. We will pay interest on the % Notes due 2025 (the "2025 Notes") on

and

of each year, commencing on

, 2019. We will pay interest on the % Notes due 2028 (the "2028 Notes") on

and

of each year, commencing

on

, 2019. We will pay interest on the % Notes due 2038 (the "2038 Notes") on

and

of each year, commencing on

, 2019. We will pay interest

on the % Notes due 2048 (the "2048 Notes" and, together with the 2020 Notes, the 2023 Notes, the 2025 Notes, the 2028 Notes and the 2038 Notes, the "Fixed Rate Notes")

on

and

of each year, commencing on

, 2019. The Floating Rate Notes due 2020 (the "2020 Floating Rate Notes") will bear interest at a floating rate equal

to the three-month LIBOR plus % per year. We will pay interest on the 2020 Floating Rate Notes on

,

, and

of each year, commencing on

,

2019. The Floating Rate Notes due 2023 (the "2023 Floating Rate Notes" and, together with the 2020 Floating Rate Notes, the "Floating Rate Notes") will bear interest at a floating rate

equal to the three-month LIBOR plus % per year. We will pay interest on the 2023 Floating Rate Notes on

,

,

and

of each year, commencing

on

, 2019. We refer to the Floating Rate Notes and the Fixed Rate Notes, collectively, as the "Notes." We may redeem each series of the Fixed Rate Notes at our option prior to

maturity, in whole or in part, as described in this prospectus supplement under "Description of Notes--Optional Redemption."

Following this offering, through a series of transactions described under "Prospectus Supplement Summary--The Transactions," we expect, subject to the approval of our Board of Directors (the "Board of Directors") and any required regulatory approvals, to realign our businesses and distribute those assets and liabilities related to our agriculture and materials science businesses through a series of tax-efficient transactions, resulting in three independently-traded public companies. Upon completion of the separations and distributions, we expect to continue to hold our specialty products businesses. If each of the separations and distributions has not been completed on or before May 1, 2020, or, if prior to such date, we have abandoned any of the separations or distributions, we will be required to redeem each series of Notes as specified under "Description of Notes--Special Mandatory Redemption." If we experience a Change of Control Triggering Event (as defined herein) in respect of a series of the Notes, we may be required to offer to purchase such series of Notes from holders. See "Description of Notes--Change of Control."

Investing in our securities involves risks. Before purchasing the Notes, you should refer to the risk factors included in our most recent Annual

Report on Form 10-K and Quarterly Reports on Form 10-Q, which are incorporated by reference herein, our other current reports and other

information that we file with the Securities and Exchange Commission (the "SEC") from time to time. See " Risk Factors " beginning on page S-23

of this prospectus supplement and on page 7 of the accompanying prospectus.

Per 2020 Note

Total Per 2023 Note Total Per 2025 Note Total Per 2028 Note Total Per 2038 Note Total Per 2048 Note Total Per 2020 Floating Rate Note Total Per 2023 Floating Rate Note Total Combined Total for the Notes

Public Offering Price(1)

% $

% $

% $

% $

% $

% $

% $

% $ $

Underwriting Discount

% $

% $

% $

% $

% $

% $

% $

% $ $

Proceeds Before Expenses

% $

% $

% $

% $

% $

% $

% $

% $ $

(1) Plus accrued interest, if any, from

, 2018.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect that the Notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about

, 2018.

Joint Bookrunners

Credit Suisse

Goldman Sachs & Co. LLC

J.P. Morgan

The date of this prospectus supplement is

, 2018.

Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii

FORWARD-LOOKING STATEMENTS

S-iv

NON-GAAP FINANCIAL MEASURES

S-v

TRADEMARKS

S-v

WHERE YOU CAN FIND MORE INFORMATION

S-vi

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-vi

PROSPECTUS SUPPLEMENT SUMMARY

S-1

THE TRANSACTIONS

S-13

THE OFFERING

S-15

SUMMARY DOWDUPONT HISTORICAL CONSOLIDATED FINANCIAL DATA

S-19

SUMMARY DUPONT UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

S-21

RISK FACTORS

S-23

USE OF PROCEEDS

S-44

CAPITALIZATION

S-45

UNAUDITED PRO FORMA FINANCIAL INFORMATION

S-46

DESCRIPTION OF NOTES

S-61

MANAGEMENT

S-77

TRANSACTION AGREEMENTS

S-78

DESCRIPTION OF OTHER INDEBTEDNESS

S-81

UNITED STATES FEDERAL TAXATION

S-82

UNDERWRITING

S-85

LEGAL MATTERS

S-90

EXPERTS

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PROSPECTUS

ABOUT THIS PROSPECTUS

1

WHERE YOU CAN FIND MORE INFORMATION

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

5

THE COMPANY

5

RISK FACTORS

7

USE OF PROCEEDS

7

RATIO OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND

REQUIREMENTS

7

DESCRIPTION OF SECURITIES

7

DESCRIPTION OF CAPITAL STOCK

8

DESCRIPTION OF DEPOSITARY SHARES

12

DESCRIPTION OF DEBT SECURITIES

14

DESCRIPTION OF WARRANTS

17

DESCRIPTION OF SUBSCRIPTION RIGHTS

18

DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS

19

SELLING SECURITYHOLDERS

19

PLAN OF DISTRIBUTION

19

LEGAL MATTERS

20

EXPERTS

20

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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which contains information regarding this offering of the Notes. The second part is the accompanying prospectus dated September 5, 2018, which is part of our Registration Statement on Form S-3 (File No. 333-227202).

It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.

This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus or the documents incorporated by reference in this prospectus supplement or the accompanying prospectus, the information in this prospectus supplement will apply and will supersede the information in the accompanying prospectus or any documents incorporated by reference, as applicable.

You should rely only on information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus issued by us. No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus issued by us and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale made hereunder, shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any time subsequent to the date of such document. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on behalf of the Underwriters (as defined below), to subscribe for or purchase any of the Notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."

Certain Definitions Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement to:

? "Business Realignment" has the meaning set forth in the section titled "Prospectus Supplement Summary--The Transactions;"

? "Corteva" refers to Corteva Parent and its consolidated subsidiaries (including EID, defined below) after giving effect to the Internal Reorganization and Business Realignment, resulting in Corteva Parent holding the agriculture business of DowDuPont;

? "Corteva common stock" refers to the shares of common stock, par value $0.01 per share, of Corteva Parent;

? "Corteva Parent" refers to Corteva, Inc., the newly formed holding company for DowDuPont's agriculture business;

? "distribution date" refers to the date of the relevant distribution which is targeted to be on April 1, 2019 for Dow and June 1, 2019 for Corteva;

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? "distributions" refers to the transactions in which DowDuPont will distribute to its stockholders all of the then issued and outstanding shares of Corteva common stock and Dow common stock;

? "Dow" refers to Dow Parent and its consolidated subsidiaries (including TDCC) after giving effect to the Internal Reorganization and Business Realignment, resulting in Dow Parent holding the materials science businesses of DowDuPont;

? "Dow Corning" refers to the Dow Silicones Corporation (formerly known as the Dow Corning Corporation), a subsidiary of Historical Dow; ? "Dow Parent" refers to Dow Holdings Inc., the newly formed holding company for DowDuPont's materials science businesses; ? "DowDuPont" refers to DowDuPont Inc., a Delaware corporation, and its consolidated subsidiaries, prior to the distributions of Dow and Corteva; ? "DuPont" refers to DowDuPont and its consolidated subsidiaries following the distributions of Dow and Corteva, at which time it will hold the

specialty products businesses of DowDuPont; ? "EID" refers to E. I. du Pont de Nemours and Company, exclusive of its subsidiaries; ? "FMC" refers to FMC Corporation; ? "Historical Dow" refers to TDCC and its consolidated subsidiaries prior to the Business Realignment; ? "Historical DuPont" refers to EID and its consolidated subsidiaries prior to the Business Realignment; ? "Internal Reorganization" has the meaning set forth in the section titled "Prospectus Supplement Summary--The Transactions;" ? "separation agreement" has the meaning set forth in the section titled "Prospectus Supplement Summary--The Transactions;" ? "separations" refers to the transactions in which Dow and Corteva will be separated from DowDuPont; and ? "TDCC" refers to The Dow Chemical Company, exclusive of its subsidiaries.

Unless expressly stated otherwise in this prospectus supplement, "we," "us," "our" and "the Company" refer to (i) DowDuPont and its consolidated subsidiaries when used in the context of statements pertaining or relating to the period prior to the distributions and (ii) DuPont and its consolidated subsidiaries when used in the context of statements pertaining or relating to the period after the distributions.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the information incorporated by reference contain "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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," "will," "would," "target" and 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 this offering as well as the Internal Reorganization and the separations and distributions of our agriculture and materials science businesses and the anticipated benefits thereof. These and other forward-looking statements, including the failure to complete, or to make any filing or take any other action required to be taken to complete, the separations and distributions are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Forward-looking statements also involve risks and uncertainties, many of which are beyond our control. Some of the important factors that could cause our actual results to differ materially from those projected in any such forwardlooking statements include, but are not limited to (i) changes in credit ratings, (ii) risks associated with international sales and operations, (iii) availability, and variable costs, of raw materials and energy, (iv) competitive conditions and customer preferences, (v) the costs of complying with evolving regulatory requirements, (vi) disruptions to supply chains, information technology or network systems, (vii) protection of intellectual property, (viii) concerns regarding chemicals in commerce, including their environmental impact, (ix) failure to comply with government regulations, (x) impairments to goodwill or intangible assets, (xi) failure to effectively manage acquisitions, divestitures, alliances and other portfolio actions, (xii) litigation and other commitments and contingencies, (xiii) subjection to laws, regulations and mandates globally, (xiv) failure to increase productivity through sustainable operational improvements, (xv) the dependence of tax liabilities upon the distribution of income among the various jurisdictions in which we operate and (xvi) failure of risk management strategies.

Risks related to the separations and distributions and to achieving the anticipated benefits thereof include, but are not limited to, a number of conditions which could delay, prevent or otherwise adversely affect the separations and distributions, as well as other risks, including risks related to (i) our inability to achieve some or all of the benefits that we expect to receive from the separations and distributions, (ii) certain tax risks associated with the separations and distributions, (iii) our inability to make necessary changes to operate as a stand-alone company following the separations and distributions, (iv) the failure of our pro forma financial information to be a reliable indicator of our future results, (v) our inability to enjoy the same benefits of diversity, leverage and market reputation that we enjoyed as a combined company, (vi) restrictions under the intellectual property cross-license agreements, (vii) our inability to receive third-party consents required under the separation agreement, (viii) our customers, suppliers and others' perception of our financial stability on a stand-alone basis, (ix) non-compete restrictions under the separation agreement, (x) receipt of less favorable terms in the commercial agreements we will enter into with Dow and Corteva than we would have received from an unaffiliated third party and (xi) our indemnification of Dow and/or Corteva for certain liabilities. See "Risk Factors."

Unlisted factors may present significant additional obstacles to the realization of results expressed in forward-looking statements. Consequences of material differences in results as compared with those anticipated in 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 our financial condition, results of operations, credit rating or liquidity. We assume no 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.

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NON-GAAP FINANCIAL MEASURES

A non-GAAP financial measure is generally defined as one that purports to measure historical or future performance, financial condition or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable United States Generally Accepted Accounting Principles ("GAAP") measure.

This prospectus supplement includes disclosure of pro forma operating EBITDA. This is a supplemental measure of our performance that is not required by, or presented in accordance with, GAAP. The GAAP measure most directly comparable to pro forma operating EBITDA is pro forma income (loss) from continuing operations, net of tax. We believe that this measure provides additional information about our ability to meet our future debt service, capital expenditures and working capital requirements. This measure should not be considered in isolation or as a substitute for or superior to pro forma income (loss) from continuing operations, net of tax or any other measure of financial performance presented in accordance with GAAP or as a measure of our profitability or liquidity. Because this measure excludes some, but not all, items that affect pro forma income (loss) from continuing operations, net of tax, it may not be comparable to similarly titled measures of other companies. See "Unaudited Pro Forma Financial Information--Supplemental Pro Forma Information" for a quantitative reconciliation of pro forma operating EBITDA to pro forma income (loss) from continuing operations, net of tax.

TRADEMARKS

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. The DuPont Oval logo, Dow Diamond and the Dow Corning brand and all products, denoted with TM, SM or ? are trademarks, service marks or registered trademarks of DowDuPont Inc. or its subsidiaries and affiliates. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement may also contain trademarks, service marks and trade names of certain third parties, which are the property of their respective owners. The FMC mark is a mark of the FMC Corporation. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus supplement, the accompanying prospectus or in information incorporated by reference into this prospectus supplement is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus supplement may appear without the TM, SM or ? symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC. The SEC maintains a website that contains information we file electronically with the SEC, which you can access over the internet at . Our SEC filings are also available at our website at investors. You can also obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this prospectus supplement and, therefore, is not incorporated herein by reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of this prospectus supplement and the accompanying prospectus. Any statement in this prospectus supplement or the accompanying prospectus or incorporated by reference into this prospectus supplement or the accompanying prospectus shall be automatically modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

We incorporate by reference into this prospectus supplement and the accompanying prospectus the documents listed below and all documents we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion of the offering of the Notes:

? our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 15, 2018;

? the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 from our definitive proxy statement on Schedule 14A, filed with the SEC on March 16, 2018;

? our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, filed with the SEC on May 4, 2018, August 3, 2018 and November 2, 2018, respectively; and

? our Current Reports on Form 8-K/A, filed with the SEC on October 26, 2017, and on Form 8-K, filed with the SEC on March 12, 2018, May 1, 2018, May 22, 2018, June 29, 2018, September 6, 2018 (Item 8.01 only) and October 18, 2018 (Item 8.01 only).

You may request a copy of these filings (other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing), at no cost, by writing or telephoning us at the following address:

DowDuPont Inc. c/o E. I. du Pont de Nemours and Company

974 Centre Road Wilmington, Delaware 19805

Attention: Treasury Telephone: (302) 774-1000

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary contains certain information about us and the offering of the Notes. It does not contain all of the information that may be important to you in deciding whether to purchase the Notes. We urge you to carefully read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. You should also read the sections entitled "Risk Factors" and "Forward-Looking Statements" in this prospectus supplement, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and any subsequently filed Exchange Act reports for a discussion of important risks that you should consider before purchasing the Notes. For the purposes of this "Prospectus Supplement Summary," "we," "us," "our" and "the Company" refer to DuPont and its consolidated subsidiaries. When discussed in this summary, DowDuPont net sales on a divisional basis for the specialty products division of DowDuPont for the year ended December 31, 2017, is presented on a pro forma basis as though the Merger (as defined below) had occurred on January 1, 2016.

About DowDuPont

DowDuPont is a Delaware corporation that was formed on December 9, 2015, for the purpose of effecting the all-stock merger of equals transaction between Historical DuPont and Historical Dow. On August 31, 2017, Historical DuPont and Historical Dow each merged with one of DowDuPont's wholly owned subsidiaries and, as a result, became subsidiaries of DowDuPont, effective as of 11:59 p.m. Eastern Time on August 31, 2017 (the "Merger").

In connection with the separations and distributions (as discussed further under "--The Transactions"), DowDuPont expects to realign its businesses into three subgroups: agriculture, materials science and specialty products. DowDuPont then expects to separately distribute its agriculture and materials science businesses through U.S. federal tax-free spin-offs. As a result, DowDuPont will be separated into three independent, publicly traded companies--one for each of its agriculture, materials science and specialty products businesses. The agriculture business, including EID, will be consolidated under Corteva and the materials science businesses will be consolidated under Dow. After the separations and distributions, DowDuPont expects to retain its specialty products businesses and to continue to operate as DuPont. The Notes should be deemed an investment in DuPont, with recourse solely against the assets of DuPont (and prior to the separations and distributions, recourse against the specialty products assets held by Historical Dow and Historical DuPont that will be part of DuPont after the separations and distributions). See "Risk Factors--Investing in the Notes should be deemed an unsecured investment in DuPont only. Investors should expect no recourse to the assets or equity of Historical Dow, Historical DuPont, Dow or Corteva (other than specialty products assets that will be part of DuPont after the separations and distributions)."

About DuPont

DuPont will be a global, diversified company that will unite market-leading heritage businesses, providing a strong foundation for future growth and more complete solutions to customers across a number of high-growth end markets that span multiple industries. We expect DuPont's reportable segments to be those of DowDuPont's existing specialty products division: Transportation & Advanced Polymers, Electronics & Imaging, Safety & Construction and Nutrition & Biosciences. DuPont's businesses will leverage the expertise of their respective heritage businesses in product development, design, manufacturing and marketing to deliver more complete, value-added solutions that provide functional and performance benefits to customers. DuPont will conduct business in more than 60 countries with over 200 manufacturing sites and ten research & development and innovation centers located close to its customers, providing for customer-led innovation and collaboration on a global scale.

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