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
Titleofeachclass
TradingSymbol(s)
Nameofeachexchangeonwhichregistered
Corteva, Inc.
CommonStock,$0.01parvalue
CTVA
NewYorkStockExchange
EIDP, Inc.
$3.50 Series Preferred Stock
CTAPrA
New York Stock Exchange
EIDP, Inc.
$4.50 Series Preferred Stock
CTAPrB
New York Stock Exchange
IndicatebycheckmarkwhethertheregistrantisanemerginggrowthcompanyasdefinedinRule405oftheSecuritiesActof1933(§230.405ofthischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 8.01 of this Current Report on Form 8-K for Corteva, Inc. and EIDP regarding the Fourth EIDP Supplemental Indenture and the Proposed Amendments (as defined below) is incorporated by reference into this Item 3.03.
Item8.01 Other Events.
On October 1, 2026, Vylor Inc. (“Vylor”) completed 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, Inc. (“EIDP” and such notes, collectively, the “EIDP Notes”), to the extent held by eligible holders, for new notes of the corresponding series issued by Vylor 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 “Proposed Amendments”). The Exchange Offers and Consent Solicitations were not registered under the Securities Act of 1933, as amended, or any state or foreign securities laws.
The table below sets forth the aggregate principal amounts of EIDP Notes that were validly tendered pursuant to the Exchange Offers and Consent Solicitations and the aggregate principal amounts of EIDP Notes accepted for exchange. Such accepted EIDP Notes have been retired and canceled in connection with the settlement of the Exchange Offers (the “Settlement”) and will not be reissued. Following such cancellation, the aggregate principal amounts of the EIDP Notes set forth below remain outstanding.
Title of
Series of
EIDP
Notes
CUSIP No.
and ISIN of
EIDP Notes
Aggregate
Principal Amount
Tendered
Aggregate
Principal Amount
Accepted
Aggregate
Principal Amount
Outstanding
Following
Settlement
2.300% Senior Notes due 2030
263534CP2 US263534CP24
$434,841,000
$434,839,000
$65,161,000
5.125% Senior Notes due 2032
263534CS6 US263534CS62
$476,214,000
$476,214,000
$23,786,000
4.800% Senior Notes due 2033
263534CR8 US263534CR89
$527,584,000
$527,584,000
$72,416,000
As previously announced, following receipt, as of the early tender deadline on August 19, 2026, of the requisite consents to adopt the Proposed Amendments, EIDP entered into a fourth supplemental indenture with U.S. BankTrust Company, National Association, dated as of August 20, 2026 (the “Fourth EIDP Supplemental Indenture”), amending the base indenture governing the EIDP Notes and each of the supplemental indentures governing the respective series of EIDP Notes, to effect the Proposed Amendments with respect to each series of EIDP Notes. The Proposed Amendments became operative on October 1, 2026 upon the Settlement.