0001755672false0001755672us-gaap:CommonStockMember2026-09-292026-09-290001755672ck0001755672:EIDPMember2026-09-292026-09-290001755672ck0001755672:EIDPMemberck0001755672:A4.50SeriesPreferredStockMember2026-09-292026-09-290001755672ck0001755672:EIDPMemberck0001755672:A3.50SeriesPreferredStockMember2026-09-292026-09-2900017556722026-09-292026-09-290001755672dei:OtherAddressMember2026-09-292026-09-29

 

 

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): September 29, 2026

Corteva, Inc.

EIDP, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-38710

82-4979096

Delaware

 

001-00815

 

51-0014090

(State or other jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

 

9330 Zionsville Road, Indianapolis, Indiana 46268

1000 N. West Street, Suite 800, Wilmington, Delaware 19801

(Address of principal executive offices) (Zip Code)

(833) 267-8382

(Registrant’s telephone number, including area code)

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:

 

Registrant

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on
which registered

Corteva, Inc.

 

Common Stock, par value $0.01

CTVA

New York Stock Exchange

EIDP, Inc.

 

$3.50 Series Preferred Stock

 

CTAPrA

 

New York Stock Exchange

EIDP, Inc.

 

$4.50 Series Preferred Stock

 

CTAPrB

 

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. o

 

 

 


 

Item 1.01. Entry Into a Material Definitive Agreement.

Agreements with Vylor Inc.

At 12:03 a.m., New York City time, on October 1, 2026, Corteva, Inc. (the “Company”) completed its previously announced separation into two independent, publicly traded companies through the separation (“Separation”) of the Company’s seed operating segment into an independent, publicly traded company, Vylor Inc. (“Vylor”). The Separation was effected through a pro rata distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Vylor (“Vylor common stock”) to holders of common stock, par value $0.01 per share, of the Company as of the close of business on September 24, 2026 (the “Distribution”).

As a result of the Distribution, Vylor became an independent, publicly traded company. Vylor common stock commenced regular-way trading on the New York Stock Exchange under the symbol “VYLR” on October 1, 2026.

In connection with the Separation, on September 29, 2026, the Company, Vylor and, solely for specified purposes, EIDP, Inc. entered into a Separation and Distribution Agreement, and on October 1, 2026, the Company and/or certain of its affiliates entered into certain agreements with Vylor and/or certain of its affiliates, including each of the following:

•
Tax Matters Agreement;
•
Employee Matters Agreement;
•
Reverse Transition Services Agreement;
•
Intellectual Property Matters Agreement; and
•
Global Master Seed Treatment Supply Agreement.

 

Summaries of the material terms and conditions of each of the foregoing agreements can be found in the section entitled “Our Relationship with New Corteva Following the Spin-Off” of Vylor’s information statement, dated September 24, 2026, which was included as Exhibit 99.1 to Vylor’s Current Report on Form 8-K filed on September 25, 2026 and which summaries are incorporated herein by reference. The summaries of the Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Reverse Transition Services Agreement, Intellectual Property Matters Agreements and Global Master Seed Treatment Supply Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Reverse Transition Services Agreement, Intellectual Property Matters Agreements and Global Master Seed Treatment Supply Agreement, which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01. Completion of Material Acquisition or Disposition of Assets.

On October 1, 2026, the Company effected the Distribution and completed the separation of its seed operating segment. The information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference.

Item 9.01 Financial Statements and Exhibits

(d)
Exhibits.

 


 

Exhibit No.

 

Description

 

2.1

 

Separation and Distribution Agreement, dated September 29, 2026, by and among Corteva, Inc., Vylor Inc. and, solely for the purposes set forth therein, EIDP, Inc.*

10.1

 

Tax Matters Agreement, dated October 1, 2026, by and between Corteva, Inc. and Vylor Inc.

10.2

 

Employee Matters Agreement, dated October 1, 2026, by and between Corteva, Inc. and Vylor Inc.

10.3

 

Reverse Transition Services Agreement, dated October 1, 2026, by and between Corteva, Inc. and Vylor Inc.*

10.4

 

Intellectual Property Matters Agreement, dated October 1, 2026, by and among, Corteva, Inc., Vylor Inc. and their respective affiliates*

10.5

 

Global Master Seed Treatment Supply Agreement, dated October 1, 2026, by and between Corteva Agriscience LLC and Pioneer Hi-Bred International, Inc.*

104

 

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

 

* Certain schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplemental copies of any of the omitted schedules or attachments upon request by the U.S. Securities and Exchange Commission (the “SEC”).

Cautionary Statement Concerning Forward Looking Statements

The Company and its representatives may from time to time make written or oral statements that are “forward-looking” and provide other than historical information, including statements contained in this Current Report on Form 8-K, in the Company’s other filings with the SEC, and in presentations, reports or letters to its stockholders.

In some cases, the Company identifies these forward-looking statements by such words or phrases as “plans,” “outlook,” “will,” “is designed to,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends,” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words or phrases. Such forward-looking statements are based on the Company’s current views and assumptions regarding future events, future business conditions and the outlook for the Company based on currently available information. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These statements are qualified by reference to the “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” sections (and similar risk factors and cautionary statements) in the reports and forms filed by the Company with the SEC.

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement. The Company specifically declines to undertake any obligation, and specifically disclaims any duty, to publicly update or revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CORTEVA, INC.

 

 

 

Date: October 5, 2026

By:

 /s/ Jeff Rudolph

 

Name:

 Jeff Rudolph

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

EIDP, INC.

 

 

 

Date: October 5, 2026

By:

 /s/ Jeff Rudolph

 

Name:

 Jeff Rudolph

 

Title:

Chief Financial Officer

 

 



ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-2.1

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: ck0001755672-20260929_htm.xml