SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 1, 2026
Corteva, Inc.
EIDP, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
001-38710 |
82-4979096 |
Delaware |
001-00815 |
51-0014090 |
(State or Other |
(Commission File Number) |
(IRS Employer |
Jurisdiction of |
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Identification No.) |
Incorporation) |
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9330 Zionsville Road, Indianapolis, Indiana |
46268 |
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1000 N. West Street, Suite 800, Wilmington, Delaware |
19801 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, including area code: (833) 267-8382
(Former Name or Former Address, if Changed Since Last Report)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Registrant |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Corteva, Inc. |
Common Stock, $0.01 par value |
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.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 8.01 of this Current Report on Form 8-K for Corteva, Inc. and EIDP regarding the Fourth EIDP Supplemental Indenture and the Proposed Amendments (as defined below) is incorporated by reference into this Item 3.03.
Item 8.01 Other Events.
On October 1, 2026, 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 and a wholly owned subsidiary of Corteva, Inc. (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for new notes of the corresponding series issued by Vylor 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, 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 in connection with the settlement of the Exchange Offers (the “Settlement”) and will not be reissued. Following such cancellation, the aggregate principal amounts of the EIDP Notes set forth below remain outstanding.
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Title of Series of EIDP Notes |
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CUSIP No. and ISIN of EIDP Notes |
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Aggregate Principal Amount Tendered |
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Aggregate Principal Amount Accepted |
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Aggregate Principal Amount Outstanding Following Settlement |
2.300% Senior Notes due 2030 |
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263534CP2 US263534CP24 |
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$434,841,000 |
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$434,839,000 |
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$65,161,000 |
5.125% Senior Notes due 2032 |
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263534CS6 US263534CS62 |
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$476,214,000 |
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$476,214,000 |
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$23,786,000 |
4.800% Senior Notes due 2033 |
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263534CR8 US263534CR89 |
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$527,584,000 |
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$527,584,000 |
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$72,416,000 |
As previously announced, 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, dated as of August 20, 2026 (the “Fourth EIDP Supplemental Indenture”), 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 on October 1, 2026 upon the Settlement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit
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.
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CORTEVA, INC. |
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Date: October 7, 2026 |
By: |
/s/ Jeff Rudolph |
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Name: Jeff Rudolph |
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Title: Chief Financial Officer |
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EIDP, INC. |
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Date: October 7, 2026 |
By: |
/s/ Jeff Rudolph |
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Name: Jeff Rudolph |
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Title: Chief Financial Officer |