Corteva 8-K：15州就 Vylor 分拆起诉，法院 TRO 已应公司请求暂停、分拆已于10月1日完成

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 9, 2026
Corteva, Inc.
EIDP, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
001-38710
82-4979096
Delaware
001-00815
51-0014090
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
9330 Zionsville Road
,
Indianapolis
,
Indiana
46268
1000 N. West Street
,
Suite 800
,
Wilmington
,
Delaware
19801
(Address of principal executive offices)
(Zip Code)
(
833
)
267-8382
(Registrant’s telephone number, including area code)
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, par value $0.01
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, 15 states and one sovereign commenced litigation in the United States District Court for the Southern District of Indiana (the “District Court”) challenging the separation of Corteva, Inc. (“Corteva” or the “Company”) and Vylor Inc. (“Vylor”) into two independent, publicly traded companies (the “Separation”) and seeking injunctive relief in connection therewith.
On October 9, 2026, the District Court issued a temporary restraining order (the “Order”) in connection with such litigation. The Order temporarily enjoins (i) Corteva and EIDP, Inc. (“EIDP”), a subsidiary of Corteva, from disposing of assets outside the ordinary course of their business operations and (ii) the Company from disposing of assets received in connection with the Separation outside the ordinary course of its business operations, in each case, absent a court order. The Order enjoins each company from paying dividends or repurchasing shares of its common stock.
On October 10, 2026, at the request of the Company, Corteva and EIDP, the District Court stayed the Order pending resolution of an anticipated emergency motion (the “Motion”) in the United States Court of Appeals for the Seventh Circuit for a stay of the Order pending appeal. Shortly thereafter, the Company, Vylor and EIDP filed a notice of appeal of the Order with the United States Court of Appeals for the Seventh Circuit, accompanied by the Motion. The Motion and appeal remain pending.
The Order does not affect the completion of the Separation, which occurred on October 1, 2026, and the Order is not in effect pending resolution of the Motion. In granting the stay, the District Court relied on the Company’s representation that it did not intend to declare dividends or repurchase shares while the Motion is pending appellate review. The Company strongly contests the legal and factual bases for the relief sought in the litigation and intends to continue vigorously defending against the claims asserted, including by pursuing the appeal and taking all appropriate steps to protect the interests of the Company and its stockholders.
Cautionary Statement Regarding Forward-Looking Statements
Corteva and its representatives may from time to time make written or oral statements that are “forward-looking” and provide other than historical information, including statements contained in this Current Report on Form
8-K,
in Corteva’s other filings with the SEC, and in presentations, reports or letters to its stockholders.
In some cases, Corteva identifies these forward-looking statements by such words or phrases as “plans,” “outlook,” “will,” “is designed to,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends,” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words or phrases. Such forward-looking statements are based on Corteva’s current views and assumptions regarding future events, future business conditions and the outlook for Corteva based on currently available information. Such forward-looking statements are based on Corteva’s current views and assumptions regarding future events, future business conditions and the outlook for Corteva based on currently available information. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. Such risks and uncertainties include the outcome and timing of the pending litigation and appeal, the possibility that the stay of the Order may be lifted or that additional injunctive relief may be imposed, and the potential consequences of any such restrictions on Corteva’s business and operations. These statements are qualified by reference to the “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” the reports and forms filed by Corteva with the SEC.
Corteva wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement. Corteva specifically declines to undertake any obligation, and specifically disclaims any duty, to publicly update or revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
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 13, 2026
By:
/s/ Jeff Rudolph
Name:
Jeff Rudolph
Title:
Chief Financial Officer
EIDP, INC.
Date: October 13, 2026
By:
/s/ Jeff Rudolph
Name:
Jeff Rudolph
Title:
Chief Financial Officer