EIDP holders tender 95.24% of 2032 notes for exchange

Accepted tenders by August 19 qualified for cash consideration; later tenders receive $970 principal amount of Vylor notes per $1,000 and no cash.

Rhea-AI Filing Summary

EIDP, Inc.’s senior notes were subject to Vylor Inc.’s private exchange offers, and Corteva, Inc. announced final tender results. By the September 30, 2026 expiration, holders had validly tendered and not withdrawn $434,841,000 (86.97%) of the 2.300% notes due 2030, $476,214,000 (95.24%) of the 5.125% notes due 2032 and $527,584,000 (87.93%) of the 4.800% notes due 2033. Vylor notes of the corresponding series are to be issued in exchange.

As of the expiration, all conditions other than completion of Corteva’s planned separation were satisfied. Settlement is expected substantially simultaneously with the separation, which was expected on or about October 1, 2026, subject to satisfaction or waiver of applicable conditions. The replacement Vylor notes will have the same interest rates, maturity dates and interest payment dates as the corresponding EIDP notes.

Filing Explained

Later tenders receive 970 dollars in Vylor notes per 1,000 dollars and no cash; the notes are transfer-restricted unless registered or exchanged.

The expired exchange offers set different consideration for accepted EIDP notes by tender timing: tenders by August 19, 2026 receive equal principal Vylor notes plus about $2.90, $2.67 or $2.86 in cash per $1,000, depending on the series. Later tenders through September 30, 2026 receive $970 in Vylor notes per $1,000 and no cash.

Holders whose notes are accepted also receive accrued unpaid interest through, but excluding, the settlement date.

The Vylor notes are unregistered and subject to transfer restrictions unless registered or exchanged for registered notes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Principal amount tendered: $434,841,000 Tendered percentage: 86.97% Principal amount tendered: $476,214,000 +3 more

6 metrics

Principal amount tendered $434,841,000 2.300% senior notes due 2030; by September 30, 2026 expiration

Tendered percentage 86.97% 2.300% senior notes due 2030

Principal amount tendered $476,214,000 5.125% senior notes due 2032; by September 30, 2026 expiration

Tendered percentage 95.24% 5.125% senior notes due 2032

Principal amount tendered $527,584,000 4.800% senior notes due 2033; by September 30, 2026 expiration

Tendered percentage 87.93% 4.800% senior notes due 2033

Key Terms

Consent Solicitations, Cash Consideration, Exchange Consideration, qualified institutional buyers

4 terms

Consent Solicitations financial

"related consent solicitations (the “Consent Solicitations”)"

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

Cash Consideration financial

"The Cash Consideration is approximately $2.90 per $1,000 principal amount"

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

Exchange Consideration financial

"the “Exchange Consideration” but no Cash Consideration"

qualified institutional buyers regulatory

"reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much of each EIDP note series was tendered in the CTA exchange offers?

By September 30, 2026, holders had validly tendered and not withdrawn $434,841,000 (86.97%) of the $500,000,000 outstanding 2.300% notes due 2030; $476,214,000 (95.24%) of the $500,000,000 outstanding 5.125% notes due 2032; and $527,584,000 (87.93%) of the $600,000,000 outstanding 4.800% notes due 2033.

What consideration do eligible EIDP noteholders receive in the CTA exchange offers?

Eligible holders whose notes were validly tendered by the August 19, 2026 Early Tender Deadline and accepted receive equal principal amount of the corresponding Vylor notes plus approximately $2.90 per $1,000 for the 2030 notes, $2.67 for the 2032 notes or $2.86 for the 2033 notes. Later valid tenders receive $970 principal amount of Vylor notes per $1,000 and no cash consideration. Accepted holders also receive accrued and unpaid interest through, but excluding, settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/01/2026 - 07:43 AM Accepted by SEC EDGAR 10/01/2026 - 07:42 AM Learn about SEC filing dates

false0001755672DEDE 0001755672 2026-10-01 2026-10-01 0001755672 ctva:EIDPIncMember 2026-10-01 2026-10-01 0001755672 us-gaap:CommonStockMember 2026-10-01 2026-10-01 0001755672 ctva:EIDPIncMember us-gaap:SeriesAPreferredStockMember 2026-10-01 2026-10-01 0001755672 ctva:EIDPIncMember us-gaap:SeriesBPreferredStockMember 2026-10-01 2026-10-01

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)

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 8.01 Other Events.

On October 1, 2026, Corteva, Inc. issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit Number		Description
99.1		Press Release dated October 1, 2026.
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: October 1, 2026				By:		/s/ David P. Johnson
						Name: David P. Johnson
						Title: Executive Vice President, Chief Financial Officer
				EIDP, INC.
Date: October 1, 2026				By:		/s/ David P. Johnson
						Name: David P. Johnson
						Title: Executive Vice President, Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Corteva Announces Expiration and Final Results of Private Exchange Offers and Consent Solicitations for EIDP’s 2.300% Senior Notes Due 2030, 5.125% Senior Notes Due 2032 and 4.800% Senior Notes Due 2033

INDIANAPOLIS – October 1, 2026 – Corteva, Inc. (NYSE: CTVA) announced today that Vylor Inc., a Delaware corporation and its wholly owned subsidiary (“Vylor”), has received the final results of 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 (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for a corresponding series of notes to be newly issued by Vylor (collectively, the “Vylor Notes”) 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 Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on September 30, 2026 (the “Expiration Date”).

The table below sets forth, for each series of EIDP Notes, the principal amount validly tendered and not validly withdrawn as of the Expiration Date.

										EIDP Notes Validly Tendered and Not Validly Withdrawn by the Expiration Date
Title of Series of EIDP Notes		CUSIP No. and ISIN of EIDP Notes		Aggregate Principal Amount of EIDP Notes Outstanding				Vylor Notes to be Issued in Exchange for EIDP Notes		Principal Amount				Percentage
2.300% Senior Notes due 2030		263534CP2 US263534CP24		$	500,000,000			2.300% Senior Notes due 2030		$	434,841,000				86.97	%
5.125% Senior Notes due 2032		263534CS6 US263534CS62		$	500,000,000			5.125% Senior Notes due 2032		$	476,214,000				95.24	%
4.800% Senior Notes due 2033		263534CR8 US263534CR89		$	600,000,000			4.800% Senior Notes due 2033		$	527,584,000				87.93	%

The Exchange Offers and Consent Solicitations were made upon the terms and conditions set forth in an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (as amended or supplemented, the “Offering Memorandum”), copies of which were made available to holders of the EIDP Notes eligible to participate in the Exchange Offers and Consent Solicitations. Each Exchange Offer and Consent Solicitation is conditioned upon, among other things, the consummation of Corteva’s planned separation 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 (the “Separation”). As of the Expiration Date, other than the consummation of the Separation, all conditions to the Exchange Offers and Consent Solicitations were satisfied. Therefore, settlement of the Exchange Offers and Consent Solicitations is expected to occur substantially simultaneously with the consummation of the Separation, which, as previously announced, is expected to be on or about October 1, 2026 (the “Settlement Date”), subject to satisfaction or waiver of the conditions thereto.

Subject to the terms and conditions set forth in the Offering Memorandum, each eligible holder of EIDP Notes will receive, for each $1,000 principal amount of the applicable series of EIDP Notes validly tendered and not validly withdrawn by 5:00 p.m., New York City time, on August 19, 2026 (the “Early Tender Deadline”) and accepted for exchange in the applicable Exchange Offer, (i) an equal principal amount of Vylor Notes of the corresponding series and (ii) a cash payment (with respect to each series, the “Cash Consideration” and, together with such amount of Vylor

Notes, the “Total Exchange Consideration”). The Cash Consideration is approximately $2.90 per $1,000 principal amount for the 2.300% Senior Notes due 2030, approximately $2.67 per $1,000 principal amount for the 5.125% Senior Notes due 2032 and approximately $2.86 per $1,000 principal amount for the 4.800% Senior Notes due 2033. The Vylor Notes will have the same interest payment dates, maturity date and interest rate as the EIDP Notes of the corresponding series. Interest on the applicable series of Vylor Notes issued in the related Exchange Offer will accrue from (and including) the date on which such Vylor Notes are issued in exchange for the corresponding series of EIDP Notes.

Eligible holders who validly tendered their EIDP Notes after the Early Tender Deadline but on or prior to the Expiration Date are eligible to receive $970 principal amount of the applicable series of Vylor Notes per $1,000 principal amount of the corresponding series of EIDP Notes validly tendered (the “Exchange Consideration”) but no Cash Consideration.

In addition, all eligible holders whose EIDP Notes were validly tendered and accepted for exchange in the Exchange Offers and Consent Solicitations will receive a cash payment equal to the accrued and unpaid interest on their EIDP Notes accepted for exchange from the last interest payment date of the applicable EIDP Notes preceding the Settlement Date up to, but excluding, the Settlement Date.

The Exchange Offers and Consent Solicitations were made only to holders of EIDP Notes who satisfied the eligibility conditions described under “Disclaimer” below.

Disclaimer

This press release is issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). This press release is neither an offer to sell nor the solicitation of an offer to buy the Vylor Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. The Exchange Offers and Consent Solicitations have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and, accordingly, the Vylor Notes will be subject to transfer restrictions unless and until the Vylor Notes are registered or exchanged for registered notes. The Vylor Notes will be issued in reliance upon exemptions from, or in transactions not subject to, registration under the Securities Act. The Exchange Offers and Consent Solicitations were made only to, and the Vylor Notes will be offered for exchange only to, holders of EIDP Notes who are (i) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and (ii) outside the United States, persons who are not, and who are not acting for the account or benefit of, “U.S. persons” (as defined in Rule 902 under the Securities Act) in compliance with Regulation S under the Securities Act. The Vylor Notes were not offered or sold in the United States or to U.S. persons (as defined in Rule 902 under the Securities Act) unless the transaction is registered under the Securities Act, an exemption from the registration requirements of the Securities Act is available or the transaction is not subject to registration under the Securities Act.

The Exchange Offers and Consent Solicitations were made only pursuant to the Offering Memorandum. The Offering Memorandum and other documents relating to the Exchange Offers and Consent Solicitations were distributed only to holders of EIDP Notes who confirmed that they are within the categories of eligible participants in the Exchange Offers and Consent Solicitations. None of Vylor, its directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, the trustees for the Vylor Notes or the EIDP Notes, their respective affiliates, or any other person is making any recommendation as to whether holders should tender their EIDP Notes in the Exchange Offers or deliver related consents in the Consent Solicitations.

The complete terms and conditions of the Exchange Offers and Consent Solicitations are set forth in the Offering Memorandum. The Exchange Offers and Consent Solicitations were made pursuant to the Offering Memorandum. The Exchange Offers and Consent Solicitations were not made to holders of EIDP Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS REGISTERED, RECOMMENDED OR APPROVED OF THE VYLOR NOTES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

About Corteva

Corteva, Inc. (NYSE: CTVA) is a global pure-play agriculture company that combines industry-leading innovation, high-touch customer engagement and operational execution to profitably deliver solutions for the world’s most pressing agriculture challenges. Corteva generates advantaged market preference through its unique distribution strategy, together with its balanced and globally diverse mix of seed, crop protection, and digital products and services. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, the company is committed to maximizing productivity for farmers, while working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. More information can be found at www.corteva.com.

Cautionary Statement on Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws about Corteva, Vylor, EIDP, the Exchange Offers and Consent Solicitations and the Separation, including but not limited to all statements about the timing and consummation of the Exchange Offers and Consent Solicitations and the Separation, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current assumptions regarding future business and financial performance and, by their nature, address matters that are uncertain to different degrees. You can identify forward-looking statements by the use of words such as “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook” or other words of similar meaning. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those set forth in such forward-looking statements, including but not limited to, the risk: (i) that general economic and capital markets conditions may adversely affect the Exchange Offers and Consent Solicitations or the Separation; (ii) that the conditions to the Exchange Offers and Consent Solicitations or the Separation may not be satisfied or waived; (iii) that any event, change or other circumstance could give rise to the termination of the Exchange Offers and Consent Solicitations and/or the Separation; (iv) of the effects that any termination of the Separation may have on Corteva or its subsidiaries; (v) that legal proceedings may be instituted related to the Separation or otherwise; (vi) of unexpected costs, charges or expenses; and (vii) of other risks and uncertainties described in Corteva’s and EIDP’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” (Item 1A) in Corteva’s most recently filed Annual Report on Form 10-K and in Corteva’s subsequent Quarterly Reports on Form 10-Q, and in other documents that Corteva or EIDP files or furnishes with the SEC. Neither Corteva nor EIDP undertakes any obligation to update or revise any forward-looking statement, except as required by applicable law.

Corteva Contacts:

Media Relations Contact:

Bethany Shively

804-866-2377

bethany.shively@corteva.com

Investor Relations Contact:

Kim Booth

302-485-3190

kimberly.a.booth@corteva.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 21.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 53.4 KB