Current Report · Items 8.01, 9.01 · 8-K
Corteva, Inc.
CTVANYSEEQUITYCurrent
Other Events
Item 8.01 Other Events. Notes Offering As previously disclosed, on October 1, 2025, Corteva, Inc. (“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 with EIDP, Inc. (formerly known as E. I.…
Filed Sep 24, 2026Accepted Sep 24, 2026, 5:10 PM EDTCIK 1755672Accession 0001193125-26-401156
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
Registered securities in this filing
Corteva, Inc. · 8-K · Filed 2026-09-24
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
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: P09_24_2026To09_24_2026_CommonStockMemberusgaapStatementClassOfStockAxis
Dimensions: us-gaap:StatementClassOfStockAxis
$3.50 Series Preferred Stock
- Symbol
- CTAPrA
- Exchange
- NYSE
- Classification
- PREFERRED
Filing context
Context: P09_24_2026To09_24_2026_EIDPIncMemberdeiLegalEntityAxis_SeriesAPreferredStockMemberusgaapStatementClassOfStockAxis
Dimensions: us-gaap:StatementClassOfStockAxis
$4.50 Series Preferred Stock
- Symbol
- CTAPrB
- Exchange
- NYSE
- Classification
- PREFERRED
Filing context
Context: P09_24_2026To09_24_2026_EIDPIncMemberdeiLegalEntityAxis_SeriesBPreferredStockMemberusgaapStatementClassOfStockAxis
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000119312526401156 · 3 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Notes Offering
As previously disclosed, on October 1, 2025, Corteva, Inc. (“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 with EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company) (“EIDP”) as a standalone 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 EIDP (the “Separation”).
In connection with the Separation, EIDP issued $700,000,000 aggregate principal amount of senior notes due 2036 (the “notes”) in a private offering (the “Offering”).
The notes bear interest at a rate of 6.000% per year and mature on August 15, 2036. EIDP will pay interest on the notes on February 15 and August 15 of each year, with the first payment on February 15, 2027.
The issuance of the notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and the notes were not offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The notes were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S.
EIDP intends to use the net proceeds from the Offering for general corporate purposes, including the repayment of commercial paper borrowings.
Supplemental Indenture
The notes were issued pursuant to that certain Indenture, dated as of May 15, 2020 (the “Base Indenture”), between EIDP and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated as of September 24, 2026, between EIDP and the Trustee (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest on the notes to become, or to be declared, due and payable. Events of default include, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture and certain events of bankruptcy or insolvency.
The Indenture also provides for customary redemption provisions as well as a special mandatory redemption provision (the “SMR”) that will require EIDP to redeem the notes at a redemption price of 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest thereon, if the Separation is not completed. EIDP’s failure to redeem the notes pursuant to the SMR, if applicable, will constitute an event of default under the Indenture. The SMR will no longer apply to the notes upon completion of the Separation.
This summary does not purport to be complete and is qualified in its entirety by reference to the Base Indenture and the Fifth Supplemental Indenture. A copy of the Fifth Supplemental Indenture is filed as Exhibit 4.1 and incorporated by reference herein.
Registration Rights Agreement
EIDP has entered into a Registration Rights Agreement, dated September 24, 2026, among EIDP and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the initial purchasers of the notes, pursuant to which EIDP has agreed to file with the Securities and Exchange Commission a registration statement with respect to an exchange offer for the notes or a shelf registration statement for the resale of the notes within 366 days from the completion of the Separation.
This summary does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Filed exhibits (2)
EX-4.1 (by filename) d170896dex41.htmExhibit 4.1
EIDP, INC.
6.000% Senior
Notes due 2036
FIFTH SUPPLEMENTAL INDENTURE
Dated as of September 24, 2026
to
INDENTURE
Dated as of May 15, 2020
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
(as successor in interest to U.S. Bank National Association)
Trustee
Table of Contents
ARTICLE I
DEFINITIONS 2
SECTION 1.01. Definition of Terms 2
ARTICLE II
GENERAL TERMS OF THE NOTES 7
SECTION 2.01. Designation and Principal Amount 7
SECTION 2.02. Further Issues 8
SECTION 2.03. Maturity 8
SECTION 2.04. Interest 8
SECTION 2.05. Global Securities 8
SECTIO…
Open exhibit ↗EX-99.1 (by filename) d170896dex991.htmExhibit 99.1
REGISTRATION RIGHTS AGREEMENT
September 24, 2026
This REGISTRATION RIGHTS AGREEMENT, dated as of September 24, 2026 (this “Agreement”), is entered into by and among
EIDP, Inc. (formerly known as E. I. du Pont de Nemours and Company), a Delaware corporation (the “Company”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives (the
“Representatives”) of the other several initial purchasers (together, the “Initial Purchasers”) listed on Schedule B to the form of Terms Agreement contained in the Purchase Agreement, dated as of
September 21, 2026 (the “Purchase Agreement”), in connection with the Company’s issuance and sale of $700,000,000 aggregate principal amount of new 6.000% Senior Notes due 2036 (the “EIDP Notes”). The
EIDP Notes will be issued by the Company under an indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank
National Association), as trustee (the “Trustee”), as supplemented by one or more supplemental indentures thereto (together with the Base Indenture, the “Indenture”).
In consideration of t…
Open exhibit ↗