EIDP bondholders back covenant changes on 2030–33 notes

Q: Which EIDP, Inc. (CTA) notes are affected by the exchange offers and consents?

The actions relate to EIDP’s 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032, and 4.800% Senior Notes due 2033, collectively referred to as the EIDP Notes, held by eligible holders.

Q: What indenture changes did EIDP, Inc. (CTA) agree to on August 20, 2026?

EIDP entered into a Fourth Supplemental Indenture that eliminates substantially all restrictive covenants and non‑payment, non‑bankruptcy events of default from the base indenture and removes change‑of‑control repurchase provisions from each applicable supplemental indenture for the EIDP Notes.

Q: What consents did Vylor obtain for the EIDP, Inc. (CTA) notes?

As of August 19, 2026, Vylor, on behalf of EIDP, had received the Requisite Consents from holders of at least a majority of the aggregate principal amount of all EIDP Notes and Majority Consents from holders of at least a majority of each series.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

EIDP, Inc. (CTA), a wholly owned subsidiary of Corteva, Inc., reports that Vylor Inc. has obtained the required noteholder consents to amend EIDP’s senior note indentures in connection with Corteva’s planned separation into independent crop protection and seed businesses. The consents cover EIDP’s 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032 and 4.800% Senior Notes due 2033.

On August 20, 2026, EIDP entered into a Fourth Supplemental Indenture with U.S. Bank Trust Company, National Association, to eliminate substantially all restrictive covenants and most events of default from the base indenture and remove change-of-control repurchase provisions from the supplemental indentures. These amendments are effective but will become operative only upon settlement of the exchange offers, expected to occur substantially simultaneously with the separation; if the separation or exchange offers do not close, the prior indenture terms remain in place.

Filing Explained

By August 19, Vylor had obtained consents from at least a majority of the aggregate principal amount of all three EIDP note series voting together, and at least a majority within each series, satisfying the stated consent thresholds for the amendments.

8-K Event Classification

3 items: 1.01, 3.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Coupon rate: 2.300% Senior Notes due 2030 Coupon rate: 5.125% Senior Notes due 2032 Coupon rate: 4.800% Senior Notes due 2033 +3 more

6 metrics

Coupon rate 2.300% Senior Notes due 2030 Series of EIDP Notes subject to exchange offers and proposed amendments

Coupon rate 5.125% Senior Notes due 2032 Series of EIDP Notes subject to exchange offers and proposed amendments

Coupon rate 4.800% Senior Notes due 2033 Series of EIDP Notes subject to exchange offers and proposed amendments

Offering Memorandum date August 6, 2026 Date of exchange offer memorandum and consent solicitation statement

Consents date August 19, 2026 Date by which Requisite Consents and Majority Consents were received

Fourth Supplemental Indenture date August 20, 2026 Execution date of Fourth EIDP Supplemental Indenture with the Trustee

Key Terms

Exchange Offers, Consent Solicitations, base indenture, events of default, +1 more

5 terms

Exchange Offers financial

"Vylor commenced private offers to exchange (with respect to each series, an “Exchange Offer”"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

base indenture financial

"certain proposed amendments to the base indenture, dated as of May 15, 2020"

events of default financial

"which would eliminate substantially all of the restrictive covenants and events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

change of control provisions financial

"which would eliminate the offer to repurchase upon change of control provisions"

Contract clauses that spell out what happens if a company’s ownership or control changes, such as through a sale, merger, or takeover. Think of them as the house rules that kick in when a new landlord arrives — they can force debt repayment, accelerate stock vesting, trigger fees, or allow partners to exit. Investors care because these provisions affect takeover value, deal certainty, creditor risk, and the payout or rights they would receive in a change-of-ownership event.

FAQ

What corporate separation involving EIDP, Inc. (CTA) is described?

Corteva, Inc. plans a separation into two independent, publicly traded companies: one for its current crop protection business and another for its current seed business to be owned and conducted, directly or indirectly, by Vylor Inc., a wholly owned subsidiary of Corteva.

Which EIDP, Inc. (CTA) notes are affected by the exchange offers and consents?

The actions relate to EIDP’s 2.300% Senior Notes due 2030, 5.125% Senior Notes due 2032, and 4.800% Senior Notes due 2033, collectively referred to as the EIDP Notes, held by eligible holders.

What indenture changes did EIDP, Inc. (CTA) agree to on August 20, 2026?

EIDP entered into a Fourth Supplemental Indenture that eliminates substantially all restrictive covenants and non‑payment, non‑bankruptcy events of default from the base indenture and removes change‑of‑control repurchase provisions from each applicable supplemental indenture for the EIDP Notes.

When will the EIDP, Inc. (CTA) indenture amendments become operative?

The proposed amendments become operative only upon settlement of the exchange offers, which is expected to occur substantially simultaneously with consummation of the separation. If the exchange offers are terminated or the separation is not consummated, the prior indenture terms remain unchanged.

What consents did Vylor obtain for the EIDP, Inc. (CTA) notes?

As of August 19, 2026, Vylor, on behalf of EIDP, had received the Requisite Consents from holders of at least a majority of the aggregate principal amount of all EIDP Notes and Majority Consents from holders of at least a majority of each series.

What is the role of Vylor Inc. in relation to EIDP, Inc. (CTA) notes?

Vylor Inc., a wholly owned subsidiary of Corteva, commenced private exchange offers to eligible holders of EIDP Notes to exchange them for new notes issued by Vylor and, on behalf of EIDP, conducted related consent solicitations to approve the proposed indenture amendments.

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Available on EDGAR 08/20/2026 - 04:33 PM Accepted by SEC EDGAR 08/20/2026 - 04:32 PM

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): August 20, 2026

Corteva, Inc.

EIDP, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-38710	82-4979096
Delaware	001-00815	51-0014090
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


9330 Zionsville Road, Indianapolis, Indiana		46268
1000 N. West Street, Suite 900, Wilmington, Delaware		19801
(Address of Principal Executive Offices)		(Zip Code)

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:

☐	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, $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 1.01

Entry into a Material Definitive Agreement.

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.

Item 3.03

Material Modification to Rights of Security Holders.

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index


Exhibit Number		Description

4.1		Fourth Supplemental Indenture, dated as of August 20, 2026, between EIDP, Inc. and U.S. Bank Trust Company, National Association, as Trustee

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

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: August 20, 2026	By:	/s/ David P. Johnson
	Name:	David P. Johnson
	Title:	Executive Vice President, Chief Financial Officer

	EIDP, INC.

Date: August 20, 2026	By:	/s/ David P. Johnson
	Name:	David P. Johnson
	Title:	Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents