Corteva Inc — Current Report (Form 8-K)

In connection with the previously announced separation of Corteva, Inc. (the “Company” or “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”), Vylor 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, in exchange for new notes of the corresponding series to be issued by Vylor, in each case pursuant to the terms and conditions set forth in the exchange offer memorandum and consent solicitation statement dated August 6, 2026 (as amended or supplemented from time to time, the “Offering Memorandum”). Each Exchange Offer and related Consent Solicitation is conditioned upon, among other things, consummation of the Separation, which condition may not be waived, and receipt of the Requisite Consents (as defined below) to the Proposed EIDP Base Indenture Amendments (as defined below).

Concurrently with the Exchange Offers, Vylor, on behalf of EIDP, is conducting the Consent Solicitations to adopt (i) certain proposed amendments to the base indenture, dated as of May 15, 2020 (the “EIDP 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”), which 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 (the “Proposed EIDP Base Indenture Amendments”), and (ii) certain proposed amendments to the supplemental indentures to the EIDP Base Indenture (each, an “EIDP Supplemental Indenture”), which would eliminate the offer to repurchase upon change of control provisions from the applicable EIDP Supplemental Indenture (the “Proposed EIDP Supplemental Indenture Amendments” and, together with the Proposed EIDP Base Indenture Amendments, the “Proposed Amendments”). Adoption of the Proposed EIDP Base Indenture Amendments required 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”), and adoption of the Proposed EIDP Supplemental Indenture Amendments required consents from the holders of at least a majority of the aggregate principal amount of the applicable series of EIDP Notes (the “Majority Consents”). As of August 19, 2026, Vylor had received, on behalf of EIDP, the Requisite Consents to adopt the Proposed EIDP Base Indenture Amendments and the Majority Consents to adopt the Proposed EIDP Supplemental Indenture Amendments with respect to each series of EIDP Notes.

On August 20, 2026, EIDP entered into a fourth supplemental indenture to the EIDP Base Indenture, dated as of August 20, 2026 (the “Fourth EIDP Supplemental Indenture”), between EIDP and the Trustee, amending the EIDP Base Indenture with respect to the EIDP Notes and each EIDP Supplemental Indenture with respect to the applicable series of EIDP Notes, in each case giving effect to the applicable Proposed Amendments. The Fourth EIDP Supplemental Indenture is effective and constitutes a binding agreement between EIDP and the Trustee. However, the Proposed Amendments with respect to each series of EIDP Notes will not become operative until settlement of the Exchange Offers, which is expected to occur substantially simultaneously with the consummation of the Separation. If the Exchange Offers are terminated or the Separation is not consummated, the Proposed Amendments will not become operative and the EIDP Base Indenture and each EIDP Supplemental Indenture will remain in effect without giving effect to the Proposed Amendments. The Fourth EIDP Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Fourth EIDP Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Fourth EIDP Supplemental Indenture and the Proposed Amendments is incorporated by reference into this Item 3.03.

(d) Exhibits

Exhibit Index

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.