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BCS

Current Report · Items 7.01, 8.01, 9.01 · 8-K

Corteva, Inc.

CTVANYSEEQUITYCurrent

Regulation FD Disclosure · Other Events

Item 7.01 Regulation FD Disclosure. In connection with the Exchange Offers and Consent Solicitations described below, Corteva, Inc. (the “Company” or “Corteva”) issued an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (the “Offering Memorandum”). Certain excerpts from the Offering Memorandum are attached as Exhibit 99.1 hereto and are incorporated by reference herein.…

Filed Aug 6, 2026Accepted Aug 6, 2026, 5:05 PM EDTCIK 1755672Accession 0001193125-26-338406
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Company context

Corteva, Inc. (NYSE: CTVA) is a 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.

Current securities

Recent company filings

  1. Other EventsOct 13, 2026
  2. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 7, 2026
  3. Material Modification to Rights of Security Holders · Other EventsOct 7, 2026
  4. 3 filingOct 5, 2026
  5. 4 filingOct 5, 2026

Registered securities in this filing

Corteva, Inc. · 8-K · Filed 2026-08-06

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 par value

Symbol
CTVA
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: P08_06_2026To08_06_2026_CommonStockMemberusgaapStatementClassOfStockAxis

Dimensions: us-gaap:StatementClassOfStockAxis

$3.50 Series Preferred Stock

Symbol
CTAPrA
Exchange
NYSE
Classification
PREFERRED
Filing context

Context: P08_06_2026To08_06_2026_EIDPIncMemberdeiLegalEntityAxis_SeriesAPreferredStockMemberusgaapStatementClassOfStockAxis

Dimensions: us-gaap:StatementClassOfStockAxis

$4.50 Series Preferred Stock

Symbol
CTAPrB
Exchange
NYSE
Classification
PREFERRED
Filing context

Context: P08_06_2026To08_06_2026_EIDPIncMemberdeiLegalEntityAxis_SeriesBPreferredStockMemberusgaapStatementClassOfStockAxis

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526338406 · 3 registered-security cover members

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Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. In connection with the Exchange Offers and Consent Solicitations described below, Corteva, Inc. (the “Company” or “Corteva”) issued an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (the “Offering Memorandum”). Certain excerpts from the Offering Memorandum are attached as Exhibit 99.1 hereto and are incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from the Offering Memorandum that is being made available to the Eligible Holders (as defined below) in connection with the Exchange Offers and Consent Solicitations and includes (i) certain information not previously disclosed by the Company and (ii) the unaudited pro forma financial information of Vylor as described under Item 9.01 of this Current Report on Form 8-K. The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. As previously disclosed, on October 1, 2025, Corteva announced that its Board of Directors is pursuing a plan to separate Corteva into two independent, publicly traded companies, one comprising its current crop protection business and the other comprising its current seed business to be owned and conducted, directly or indirectly, by Vylor Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Vylor”) (the “Separation”). On August 6, 2026, the Company announced that Vylor has commenced private offers to exchange (with respect to each series, an “Exchange Offer” and together, the “Exchange Offers”) and related consent solicitations (with respect to the EIDP Base Indenture (as defined below) and the applicable EIDP Supplemental Indenture (as defined below) governing a series of EIDP Notes, a “Consent Solicitation” and together, the “Consent Solicitations”) with respect to any and all of the outstanding 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032 and 4.800% Senior Notes due 2033, in each case issued by EIDP, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by Eligible Holders (as defined below), in exchange for new notes of the corresponding series to be issued by Vylor. The Exchange Offers and Consent Solicitations are being made in connection with the planned Separation and solely pursuant to the Offering Memorandum. Each Exchange Offer and related Consent Solicitation is conditioned upon, among other things, the consummation of the Separation and the receipt, by 5:00 p.m., New York City time, on August 19, 2026, unless extended or earlier terminated with respect to such Exchange Offer and Consent Solicitation, of the Requisite Consents (as defined below) to the Proposed EIDP Base Indenture Amendments (as defined below). Vylor may waive any of the conditions to any Exchange Offer or Consent Solicitation, in whole or in part, at any time, except that the condition relating to the consummation of the Separation may not be waived. The Separation is subject to the satisfaction or waiver of certain customary conditions, and Corteva’s Board of Directors has the discretion to abandon or to alter the terms of the planned Separation. As publicly announced by Corteva on July 30, 2026, the Separation is currently expected to be consummated on or about October 1, 2026, subject to satisfaction or waiver of the conditions thereto. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference. Concurrently with the Exchange Offers, Vylor, on behalf of EIDP, is conducting the Consent Solicitations to adopt certain proposed amendments to the base indenture (the “EIDP Base Indenture”) and the supplemental indentures thereto (each, an “EIDP Supplemental Indenture”) governing the EIDP Notes. The proposed amendments to the EIDP Base Indenture (the “Proposed EIDP Base Indenture Amendments”) would eliminate substantially all of the restrictive covenants and events of default (other than payment-related and bankruptcy-related events of default) from the EIDP Base Indenture. Approval of the Proposed EIDP Base Indenture Amendments requires consents from the holders of at least a majority of the aggregate principal amount of all the EIDP Notes, voting as a single class (the “Requisite Consents”). The proposed amendments with respect to each EIDP Supplemental Indenture (the “Proposed EIDP Supplemental Indenture Amendments”) would eliminate the offer to repurchase upon change of control provisions from the applicable EIDP Supplemental Indenture. Approval of the Proposed EIDP Supplemental Indenture Amendments requires consents from the holders of at least a majority of the aggregate principal amount of the applicable series of EIDP Notes (the “Majority Consents”). Receipt of the Majority Consents to the Proposed EIDP Supplemental Indenture Amendments is not a condition to the consummation of any of the Exchange Offers and Consent Solicitations. This communication does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made, and the new notes to be issued in the Exchange Offers are being offered, only (i) to “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (ii) outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act (collectively, the “Eligible Holders”). The new notes to be issued in the Exchange Offers have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Cautionary Note Regarding Forward-Looking Statements This filing contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the Company, Vylor, EIDP, the Exchange Offers and Consent Solicitations and the Separation, including but not limited to all statements about the timing and consummation of the Exchange Offers and Consent Solicitations and the Separation, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current assumptions regarding future business and financial performance and, by their nature, address matters that are uncertain to different degrees. You can identify forward-looking statements by the use of words such as “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook” or other words of similar meaning. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those set forth in such forward-looking statements, including but not limited to, the risk: (i) that general economic and capital markets conditions may adversely affect the Exchange Offers and Consent Solicitations or the Separation; (ii) that the conditions to the Exchange Offers and Consent Solicitations or the Separation, including the receipt of the requisite consents, may not be satisfied or waived; (iii) that any event, change or other circumstance could give rise to the termination of the Exchange Offers and Consent Solicitations and/or the Separation; (iv) of the effects that any termination of the Separation may have on the Company or its subsidiaries; (v) that legal proceedings may be instituted related to the Separation or otherwise; (vi) of unexpected costs, charges or expenses; and (vii) of other risks and uncertainties described in the Company’s and EIDP’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” (Item 1A) in the Company’s most recently filed Annual Report on Form 10-K and in the Company’s subsequent Quarterly Reports on Form 10-Q, and in other documents that the Company or EIDP files or furnishes with the SEC. Neither the Company nor EIDP undertakes any obligation to update or revise any forward-looking statement, except as required by applicable law.
Filed exhibits (2)
EX-99.1 (by filename) d140402dex991.htm

EX-99.1 2 d140402dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 EXCERPTS FROM THE OFFERING MEMORANDUM DATED AUGUST 6, 2026 As used in this Exhibit 99.1, the terms “we,” “our,” “us,” the “Company” or “Vylor” refer to Vylor Inc. and its consolidated subsidiaries, unless the context clearly indicates otherwise. SOURCES AND USES OF CAPITAL We are committed to maintaining liquidity and financial flexibility in order to finance our activities and pursue our strategy. Following the consummation of the Separation, Vylor will no longer participate in Corteva’s centralized cash management and operational financing program. Our ability to fund our capital needs will be affected by our ongoing ability to generate cash from operations and other sources, including commercial paper, syndicated credit lines, long-term debt markets and bank financing. We consider the borrowing costs and lending terms when selecting the source to fund our operations and working capital needs. Our current cash balance, together with cash we expect to generate from future operations and other sources of liquidity, are expected to be sufficient to finance our short- and long-term capital requirements. See “Descripti…

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EX-99.2 (by filename) d140402dex992.htm

EX-99.2 3 d140402dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Corteva Announces Private Exchange Offers and Consent Solicitations for EIDP’s 2.300% Senior Notes Due 2030, 5.125% Senior Notes Due 2032 and 4.800% Senior Notes Due 2033 INDIANAPOLIS - August 6, 2026 - Corteva, Inc. (NYSE: CTVA) announced today that Vylor Inc., a Delaware corporation and its wholly owned subsidiary (“Vylor”), has commenced private offers to exchange (with respect to each series, an “Exchange Offer” and together, the “Exchange Offers”) any and all of the outstanding senior notes of the series listed in the table below issued by EIDP, Inc., a Delaware corporation and a wholly owned subsidiary of Corteva (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for a corresponding series of notes to be newly issued by Vylor (collectively, the “Vylor Notes”). As previously disclosed, Corteva’s Board of Directors is pursuing a plan to separate Corteva into two independent, publicly traded companies, one comprising its current crop protection business and the other comprising its current seed business to be owned and conducted, directly or indire…

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