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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Vylor Inc.

VYLRNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement Exchange Offers and Consent Solicitations On October 1, 2026 (the “Settlement Date”), Vylor Inc. (“Vylor”) completed its previously announced (i) 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 iss…

Filed Oct 7, 2026Accepted Oct 7, 2026, 5:22 PM EDTCIK 2128626Accession 0001193125-26-417085
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Company context

Vylor is an advanced seed and genetics company that has, for more than a century, been focused on delivering groundbreaking innovation to farmers. Anchored in the agriculture industry’s most elite germplasm and transformative biotech, Vylor leverages its scientific expertise to deliver next generation technology to help farmers around the world boost yields. With its expertise in advanced science, leading routes-to-market and an expanding licensing business, Vylor drives value and delivers growth for farmers, customers and shareholders - and in doing so, helps feed, fuel and clothe the world. More information can be found at www.vylor.com.

Current securities

Recent company filings

  1. Other EventsOct 13, 2026
  2. Completion of Acquisition or Disposition of Assets · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Changes in Registrant's Certifying Accountant · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 7, 2026
  3. 4 filingOct 6, 2026
  4. 4 filingOct 6, 2026
  5. 4 filingOct 5, 2026

Registered securities in this filing

Vylor Inc. · 8-K · Filed 2026-10-07

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
VYLR
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-10-01_to_2026-10-01

Dimensions: Not supplied

Accession 000119312526417085 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

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

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement Exchange Offers and Consent Solicitations On October 1, 2026 (the “Settlement Date”), Vylor Inc. (“Vylor”) completed its previously announced (i) 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 (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for a corresponding series of Vylor Notes (as defined below) and (ii) related consent solicitations (the “Consent Solicitations”) made by Vylor on behalf of EIDP to adopt certain proposed amendments to the indentures governing the EIDP Notes (the “Proposed Amendments”). The Exchange Offers and Consent Solicitations were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The table below sets forth the aggregate principal amounts of EIDP Notes that were validly tendered pursuant to the Exchange Offers and Consent Solicitations and the aggregate principal amounts of EIDP Notes accepted for exchange. Such accepted EIDP Notes have been retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the EIDP Notes set forth below remain outstanding. Title of Series of EIDP Notes CUSIP No. Aggregate Aggregate Aggregate and ISIN of Principal Amount Principal Amount Principal Amount EIDP Notes Tendered Accepted Outstanding Following Settlement ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 2.300% Senior Notes due 2030 263534CP2 $434,841,000 $434,839,000 $65,161,000 US263534CP24 5.125% Senior Notes due 2032 263534CS6 $476,214,000 $476,214,000 $23,786,000 US263534CS62 4.800% Senior Notes due 2033 263534CR8 $527,584,000 $527,584,000 $72,416,000 US263534CR89 As previously announced, on August 20, 2026, following receipt, as of the early tender deadline on August 19, 2026, of the requisite consents to adopt the Proposed Amendments, EIDP entered into a fourth supplemental indenture with U.S. Bank Trust Company, National Association (the “Trustee”), amending the base indenture governing the EIDP Notes and each of the supplemental indentures governing the respective series of EIDP Notes, to effect the Proposed Amendments with respect to each series of EIDP Notes. The Proposed Amendments became operative upon the Settlement Date. Notes Offering In connection with the settlement of the Exchange Offers and Consent Solicitations, on October 1, 2026, Vylor issued $1,438,218,000 aggregate principal amount of senior notes in exchange for the EIDP Notes accepted for exchange in the Exchange Offers, consisting of $434,741,000 aggregate principal amount of Senior Notes due 2030 (the “2030 Notes”), $475,977,000 aggregate principal amount of Senior Notes due 2032 (the “2032 Notes”) and $527,500,000 aggregate principal amount of Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes and the 2032 Notes, the “Vylor Notes”). The 2030 Notes bear interest at a rate of 2.300% per year, payable on January 15 and July 15 of each year commencing on January 15, 2027, and mature on July 15, 2030. The 2032 Notes bear interest at a rate of 5.125% per year, payable on May 15 and November 15 of each year commencing on November 15, 2026, and mature on May 15, 2032. The 2033 Notes bear interest at a rate of 4.800% per year, payable on May 15 and November 15 of each year commencing on November 15, 2026, and mature on May 15, 2033. The issuance of the Vylor Notes was not registered under the Securities Act or any state or foreign securities laws, and the Vylor Notes were issued only in transactions exempt from, or not subject to, the registration requirements of the Securities Act. The Vylor Notes were offered and issued only to persons reasonably believed to be qualified institutional buyers in reliance on Section 4(a)(2) of the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Indenture The Vylor Notes were issued pursuant to an indenture, dated as of August 31, 2026, between Vylor and the Trustee (the “Vylor Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of October 1, 2026, between Vylor and the Trustee (the “Vylor Second Supplemental Indenture” and, together with the Vylor Base Indenture, the “Vylor Indenture”). The Vylor Indenture provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest on the Vylor 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 Vylor Indenture and certain events of bankruptcy or insolvency. The Vylor Indenture also provides for customary redemption provisions. The Vylor Notes are senior unsecured obligations of Vylor and are not guaranteed by any other person. This summary does not purport to be complete and is qualified in its entirety by reference to the Vylor Base Indenture and the Vylor Second Supplemental Indenture, filed as Exhibits 4.1 and 4.2 hereto and incorporated by reference herein. Registration Rights Agreement Vylor has entered into a registration rights agreement, dated as of October 1, 2026 (the “Registration Rights Agreement”), among Vylor and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as lead dealer managers, and each of the additional dealer managers described therein, pursuant to which Vylor has agreed to use its commercially reasonable efforts to file with the Securities and Exchange Commission a registration statement with respect to an exchange offer for the Vylor Notes or a shelf registration statement for the resale of the Vylor Notes and to complete such exchange offer within 366 days from the Settlement Date. This summary does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, filed as Exhibit 4.6 hereto and incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Filed exhibits (3)
EX-4.1 (by filename) d178921dex41.htm

Exhibit 4.1 Vylor Inc. INDENTURE Dated as of August 31, 2026 DEBT SECURITIES U.S. Bank Trust Company, National Association Trustee Reconciliation and Tie Between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section §310 (a)(1) 11.04(a), 17.02 (a)(2) Not applicable (a)(3) Not applicable (a)(4) Not applicable (a)(5) Not applicable (b) 11.01(g), 11.04(b), 11.05(1), 17.02 (b)(i) 11.04(b), 17.02 §311 (a) 11.01(g), 17.02 (b) Not applicable §312 (a) 10.03, 17.02 (b) 11.10, 17.02 (c) 11.10, 17.02 §313 (a) 10.01(a), 17.02 (b) 10.01(a), 17.02 (c) 10.01(b), 17.02 (d) 10.01(b), 17.02 §314 (a)(1) 10.02, 17.02 (a)(2) 10.02, 17.02 (a)(3) …

Open exhibit ↗
EX-4.2 (by filename) d178921dex42.htm

Exhibit 4.2 VYLOR INC. 2.300% Senior Notes due 2030 5.125% Senior Notes due 2032 4.800% Senior Notes due 2033 SECOND SUPPLEMENTAL INDENTURE Dated as of October 1, 2026 to INDENTURE Dated as of August 31, 2026 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee Table of Contents ARTICLE I DEFINITIONS SECTION 1.01. Definition of Terms 3 ARTICLE II GENERAL TERMS OF THE NOTES 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 9 SECTION 2.06. Form of Notes; Denomination 9 SECTION 2.07. Depositary …

Open exhibit ↗
EX-4.6 (by filename) d178921dex46.htm

Exhibit 4.6 REGISTRATION RIGHTS AGREEMENT October 1, 2026 This REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 2026 (this “Agreement”), is entered into by and among Vylor Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as lead dealer managers (the “Lead Dealer Managers”), acting as representatives of each of the other entities (together with the Lead Dealer Managers, the “Dealer Managers”) listed on Schedule A of the Exchange Offer Dealer Manager Agreement, dated as of August 6, 2026 (the “Dealer Manager Agreement”), in connection with the Company’s offers to exchange (the “EIDP Notes Exchange Offers”) any and all outstanding 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032 and 4.800% Senior Notes due 2033 (together, the “EIDP Notes”) issued by EIDP, Inc., a Delaware corporation (“EIDP”), for up to $500,000,000 aggregate principal amount of new 2.300% Senior Notes due 2030, up to $500,000,000 aggregate principal amount of new 5.125% Senior Notes due 2032 and up to $600,000,000 aggregate principal amount of new 4.800% Senior Notes due 2033 to be issued by the Company (together, the “Vylo…

Open exhibit ↗

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