Item 8.01 Other Events
On September 30, 2026, the U.S. Court of Appeals for the Fourth Circuit summarily reversed the District Court’s order denying the State of California leave to file its motion for a temporary restraining order and preliminary injuction seeking to delay Corteva, Inc.’s (“Corteva”) previously announced separation (the “Separation”) 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 Court of Appeals expressed no view on the merits of California’s motion and remanded the matter to the District Court for further consideration. The Court of Appeals also denied California’s request for an injunction pending appeal as moot. On remand, the District Court denied California’s motion to enjoin the Separation. The Distribution (as defined below) is expected to be completed prior to 9:30 a.m., New York City time, on October 1, 2026.
As previously announced, on September 12, 2026, the board of directors of Corteva approved the Separation. In connection with the Separation, the board of directors of Corteva has declared a pro rata dividend of the shares of common stock, par value $0.01 per share, of Vylor on each share of common stock, par value $0.01 per share, of Corteva issued and outstanding as of the close of business on September 24, 2026 (the “Distribution”). The consummation of the Distribution is subject to the satisfaction or waiver of certain conditions, including that no order, injunction or decree issued by any governmental entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Distribution or any of the related transactions shall be pending, threatened, issued or in effect, and no other outside event having occurred or failed to occur that prevents the consummation of all or a portion of the Distribution (the “Legal Restraints Condition”). Effective September 30, 2026, the board of directors of Corteva waived the Legal Restraints Condition to the extent such condition is not satisfied prior to or simultaneously with the consummation of the Distribution solely due to the existence of a potential order, injunction or decree entered by a governmental entity of competent jurisdiction preventing the consummation of the Distribution or any of the related transactions.
Cautionary Statement Regarding Forward-Looking Statements
This report 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. Important factors that may affect Corteva’s or Vylor’s respective businesses and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, whether the objectives of the separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the separation; the timing of any such separation or related action and whether any such separation will be consummated at all; the risk that the announcement of the intended separation could have an adverse effect on the ability of Corteva or Vylor to retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally; the risk the separation could divert the attention and time of each company’s management; the risk of any unexpected costs or expenses resulting from the separation process or separation itself; and the risk of any litigation relating to the separation, as well as the risks and uncertainties described in Corteva’s and Vylor’s risk factors, as they may be amended from time to time, set forth in their respective filings with the U.S. Securities and Exchange Commission. Corteva and Vylor disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation.
