| Item 7.01. |
Regulation FD Disclosure |
On September 15, 2026, Vylor, Inc., a subsidiary of Corteva, Inc. (“Corteva” or the “Company”) filed its Amendment No. 2 to the Registration Statement on Form 10 (File No. 001-43376) with the U.S. Securities and Exchange Commission in connection with Corteva’s previously announced plans of a separation of Corteva into two independent, publicly traded companies through the separation of Corteva’s seed operating segment into an independent, publicly traded company, Vylor Inc. (“Vylor”). The filing provides detailed information on Vylor’s business, strategy and historical financial results. The Registration Statement on Form 10 is available at www.sec.gov under “Vylor Inc.” and on Corteva’s investor relations website, investors.corteva.com under “Financial Information”.
On September 12, 2026, the board of directors of Corteva approved the previously announced separation (the “Separation”) of Corteva into two independent, publicly traded companies through the separation of Corteva’s seed operating segment into an independent, publicly traded company, Vylor Inc. (“Vylor”). To effect the Separation, the board of directors of Corteva declared a pro rata dividend of all of the issued and outstanding shares of common stock, par value $0.01 per share, of Vylor (the “Vylor Common Stock”) to Corteva’s stockholders (the “Distribution” and, together with the Separation, the “Spin-Off”) as of the close of business on September 24, 2026 (the “Record Date”). The Distribution is expected to be completed prior to 9:30 a.m., New York City time, on October 1, 2026.
Effective upon the Distribution, each Corteva stockholder of record as of the Record Date will receive one share of Vylor Common Stock for every share of Corteva common stock held of record by such stockholder as of the Record Date. Corteva will not distribute any fractional shares of Vylor Common Stock to its stockholders as part of the Distribution. Instead, Corteva stockholders of record as of the Record Date will receive cash in lieu of any fractional shares of Vylor Common Stock that they would have otherwise been entitled to receive in the Distribution. The Spin-Off is intended to be tax-free to Corteva stockholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares.
Immediately following the consummation of the Spin-Off, Corteva stockholders as of the Record Date will own all of the issued and outstanding shares of Vylor Common Stock, and Vylor will become an independent, publicly traded company. The consummation of the Spin-Off is subject to the satisfaction or waiver of certain conditions, as more fully described in the information statement attached as Exhibit 99.1 to Amendment No. 2 to the Registration Statement on Form 10 (File No. 001-43376) filed by Vylor with the U.S. Securities and Exchange Commission on September 14, 2026 and not incorporated by reference herein, which Corteva expects will be satisfied prior to completion of the Distribution.
In addition, it is expected that trading in Vylor Common Stock on a “when-issued” basis will begin on the New York Stock Exchange (the “NYSE”) under the symbol “VYLR WI” on September 25, 2026, and will continue through the close of business on September 30, 2026. Vylor Common Stock is expected to begin “regular way” trading on the NYSE, under the symbol “VYLR” at the open of trading on October 1, 2026.
Beginning on September 25, 2026, and continuing through September 30, 2026, it is expected that there will be two markets in Corteva common stock on the NYSE: a “regular-way” market under the symbol “CTVA” in which shares of Corteva common stock will trade with an entitlement to receive the shares of Vylor Common Stock distributed pursuant to the Distribution, and an “ex-distribution” market under the symbol “CTVA WI” in which shares of Corteva common stock will trade without an entitlement to receive the Vylor Common Stock distributed pursuant to the Distribution.
A copy of the press release issued by Corteva announcing certain details of the Spin-Off is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit
No. |
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Description |
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| 99.1 |
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Press Release dated September 14, 2026. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the information furnished pursuant to Item 8.01 and Item 9.01 hereto, contains certain forward-looking statements. Words such as “believe,” “will,” “plan,” “may,” “expect,” “see,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, Corteva’s intent to separate and its related expectations for Corteva and Vylor. These forward-looking statements reflect management’s current expectations and are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond Corteva’s and Vylor’s control.
