September 24, 2026

Dear Corteva Stockholder:

On October 1, 2025, we announced that our board of directors unanimously approved a plan to separate Corteva, Inc. ("Corteva") into two independent, publicly traded companies through the separation of our seed operating segment into an independent, publicly traded company, Vylor Inc. ("Vylor"), and the distribution to Corteva stockholders of all of the then issued and outstanding shares of common stock of Vylor (the "spin-off"). On July 30, 2026, we announced that the spin-off is currently expected to be consummated on October 1, 2026, subject to satisfaction or waiver of the conditions thereto.

Upon completion of the spin-off, Corteva will continue to operate its crop protection operating segment as a pure-play, fit-for-purpose market leader in differentiated, innovative agricultural solutions, including biologicals and other nature-based products. Vylor will hold Corteva's seed business, including its global growth platforms in licensing, gene editing, hybrid wheat, and biofuels. Vylor will be a focused, leading global provider of mission-critical, highly innovative seed solutions well-positioned to accelerate organic growth in its large and attractive end markets, benefit from favorable secular trends, and apply its proven processes to drive growth through new product development and commercial excellence. Both Corteva and Vylor are expected to have a strong, well-capitalized balance sheet underpinning a flexible capital deployment strategy focused on supporting their respective strategic growth objectives, while returning cash to stockholders through dividend payments.

We believe Corteva and Vylor will each be better positioned as stand-alone companies focused on their respective industries, and to attract a stockholder base aligned with their respective value propositions and capital allocation strategies. Consequently, we believe that the long-term value for our stockholders will be enhanced as a result of separating our current agriculture business into two independent, publicly traded companies which will be market leaders in their respective industries.

The spin-off will be effected through a pro rata distribution of all of the outstanding shares of Vylor common stock to Corteva stockholders in a transaction that is intended to be tax-free to Corteva stockholders for U.S. federal income tax purposes. Each Corteva stockholder will receive one share of Vylor common stock on the date of the distribution for every share of Corteva common stock held as of the close of business on September 24, 2026, the record date for the distribution of the shares of common stock of Vylor. Stockholder approval of the spin-off is not required, and you do not need to take any action to receive the shares of Vylor common stock to which you are entitled as a Corteva stockholder. In addition, you do not need to pay any consideration or surrender or exchange your existing shares of Corteva common stock in order to receive shares of Vylor common stock.

We expect Vylor common stock to be approved for listing on the New York Stock Exchange ("NYSE") under the ticker symbol "VYLR." Following the spin-off, Corteva common stock will continue to trade on the NYSE under the existing ticker symbol, "CTVA."

I encourage you to carefully read the attached information statement, which is being made available to all holders of Corteva common stock as of the close of business on September 24, 2026. The information statement describes the spin-off and contains important business and financial information about Corteva and Vylor.

We believe that creating two independent companies provides significant opportunities for our businesses as we continue to build long-term value for our stockholders. We appreciate your continuing support of Corteva and look forward to your support of Vylor in the future.

September 24, 2026

Dear Future Vylor Stockholder:

I am delighted to welcome you as a future stockholder of our company, Vylor, which will soon begin operating independently as a focused, leading global seed producer utilizing cutting-edge technology, including advanced genetics and proprietary traits that increase yield, sustainability, and crop health.

Vylor's business has a long heritage of success, including its Pioneer seed brand, which celebrated its 100th anniversary this year. Today, we have an attractive financial profile as a result of our unique route to market and yield-advancing technologies, which are mission-critical in nature to farmers. This profile has supported our strong track record of expanding our business and margins by providing farmers industry leading technological advancements with top-performing yield and disease resistance that offer significant value to farmers.

Following the spin-off, Vylor will have a focused business mix and structure that we believe will permit us to drive stockholder value by focusing on our growth platforms, and aligning and optimizing our innovation, business and capital allocation strategies. We are confident in our ability to create value for many reasons, including the following:

We encourage you to learn more about us and our value enhancing strategic initiatives by reading the attached information statement. We hope it conveys our excitement and allows you to understand our plans to stand and spin Vylor successfully this year. We look forward to our future as an independent, publicly traded company and thank you in advance for your support as a future stockholder of Vylor.

INFORMATION STATEMENT

Vylor Inc.

Common Stock, Par Value $0.01 Per Share

This information statement is being furnished to the holders of common stock of Corteva, Inc. ("Corteva") in connection with the distribution of shares of common stock of Vylor Inc. ("Vylor"). Vylor is a wholly-owned subsidiary of Corteva that, at the time of the distribution, will hold the Seed Business (as defined herein). Corteva will distribute to Corteva stockholders all of the then issued and outstanding shares of Vylor common stock on a pro rata basis. This distribution is subject to certain conditions, as set forth in this information statement.

Vylor is organized as a corporation under the laws of the State of Delaware.

For every share of Corteva common stock held of record by you as of the close of business on September 24, 2026, the record date for the distribution, you will be entitled to receive one share of Vylor common stock on the distribution date. No fractional shares of Vylor common stock will be issued. Instead, to the extent you are entitled to any fractional shares, you will receive cash in lieu of such fractional shares. As discussed under "The Spin-Off-Trading Between the Record Date and Distribution Date," if you sell your Corteva common stock in the market after the record date and before the distribution, you will also be selling your right to receive shares of Vylor common stock in connection with the distribution. We expect the shares of Vylor common stock to be distributed by Corteva to you on October 1, 2026, subject to satisfaction or waiver of the conditions to the distribution. We refer to the date of distribution of Vylor common stock as the "distribution date." After the distribution, we will be an independent, publicly traded company.

No vote of Corteva stockholders is required to effect the spin-off (as defined herein). Therefore, you are not being asked for a proxy to vote on the spin-off, and you are requested not to send us a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of Corteva common stock or take any other action to receive your shares of Vylor common stock. Until the distribution occurs, Vylor will be a wholly-owned subsidiary of Corteva, and consequently, Corteva will have the sole and absolute discretion to determine and/or change the terms of the spin-off (or to terminate the spin-off).

The spin-off is intended to be tax-free to Corteva stockholders for United States federal income tax purposes, except for cash received in lieu of fractional shares. The spin-off is subject to the satisfaction or waiver by Corteva of certain conditions, including the receipt of the opinion of Cravath, Swaine & Moore LLP confirming that the distribution and certain transactions entered into in connection with the spin-off generally qualify as tax-free to Corteva and its stockholders for U.S. federal income tax purposes, except for cash received in lieu of fractional shares. Cash received in lieu of any fractional shares of Corteva common stock will generally be taxable to you.

Corteva currently owns all the outstanding shares of Vylor. Accordingly, there is no current trading market for Vylor common stock, and we expect trading of Vylor common stock to begin on the distribution date (or, if the distribution date is not a trading day, the first trading day after the distribution date). We expect Vylor's common stock to be listed on the New York Stock Exchange (the "NYSE") under the symbol "VYLR".

In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 18.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Notice of Internet Availability with instructions for how to access this information statement is first being mailed to Corteva stockholders on or about September 24, 2026.

The date of this information statement is September 24, 2026.

TABLE OF CONTENTS

The following is a summary of material information discussed in this information statement. This summary may not contain all the details concerning the spin-off or other information that may be important to you. To better understand the spin-off and our business and financial position, you should carefully review this entire information statement.

Unless otherwise indicated or the context otherwise requires, references in this information statement to:

You should carefully read this entire information statement, which forms a part of the registration statement on Form 10 (the "Form 10") including Corteva's audited Consolidated Financial Statements and corresponding notes, Vylor's unaudited Pro Forma Consolidated Financial Statements and corresponding notes elsewhere in this information statement, Vylor's supplemental audited Combined Financial Statements and corresponding notes and any documents incorporated by reference into this information statement. Some of the statements in this information statement constitute forward-looking statements. See the section entitled "Cautionary Statement Concerning Forward-Looking Statements."

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You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information, except in the normal course of our public disclosure obligations or as required by applicable law.

Certain percentages and other figures provided and used in this information statement may not add up to 100.0% due to the rounding of individual components. In this information statement, we present estimated United States dollar amounts for the industries in which we operate.

PROPOSED SPIN-OFF AND

FINANCIAL STATEMENT PRESENTATION

On October 1, 2025, Corteva announced its intention to pursue, subject to the approval of the Corteva Board of Directors and any required regulatory approvals, its separation into two independent publicly traded companies-one for each of Corteva's Seed and Crop Protection businesses.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of all the transactions referred to in this information statement in connection with the spin-off.

This information statement is being furnished solely to provide information to Corteva stockholders who will receive shares of Vylor common stock in the distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of Vylor's securities or any securities of Corteva. This information statement describes Vylor's business, Vylor's relationship with Corteva and how the spin-off is expected to affect Corteva and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of Vylor common stock that you will receive in the distribution. You should be aware of certain risks relating to the spin-off, Vylor and ownership of Vylor common stock, which are described under the section of this information statement entitled "Risk Factors."

Financial Statement Presentation

This information statement includes certain historical consolidated financial and other data for Corteva and certain supplemental historical combined financial and other data for the Seed Business. In connection with the spin-off, Vylor will become a stand-alone, publicly traded company and the direct or indirect holder of the assets and liabilities of Corteva's Seed Business. Vylor is the registrant under the Form 10 of which this information statement forms a part and will be the financial reporting entity following the completion of the spin-off. Corteva is currently, and will continue to be, a financial reporting entity following the spin-off. Notwithstanding the legal form of the spin-off described elsewhere in this information statement, for accounting and financial reporting purposes, Corteva's Crop Protection Business will be presented as being spun-off from Corteva (the reverse of its legal form - a "reverse spin"). This presentation is in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), specifically Accounting Standards Codification ("ASC") 505-60, Spinoff and Reverse Spinoffs, as issued by the Financial Accounting Standards Board ("FASB"), and is primarily a result of, among other factors, Vylor's relative significance to New Corteva. As such, Corteva best represents the predecessor entity to Vylor and, therefore, the historical audited Consolidated Financial Statements included in this information statement are Corteva's historical financial statements. Corteva's historical results are not representative of the results that Vylor would have achieved as a separate, publicly traded company nor are they indicative of the results expected for any future period. As a result, this information statement also contains the historical supplemental Combined Financial Statements of the Seed Business, which were prepared on a "carve-out" basis and have been derived from the Consolidated Financial Statements and accounting records of Corteva using the historical results of operations and historical basis of assets and liabilities of Vylor. These supplemental Combined Financial Statements reflect the Seed Business' combined historical results of operations, financial position and cash flows as they were historically managed. The supplemental Combined Financial Statements may not be indicative of what the results of operations, financial position and cash flows would have been had Vylor operated as a standalone company during the periods presented, nor do they reflect what the Vylor results of operations, financial position and cash flows may be in the future, particularly because of changes Vylor expects to experience in the future as a result of the spin-off.

This information statement also includes an unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026 and unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026 and the year ended December 31, 2025, which present Vylor's combined financial position and results of operations after giving effect to the spin-off, and the other transactions described in the section entitled "Unaudited Pro Forma Consolidated Financial Statements." The unaudited Pro Forma Consolidated Financial Statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the date indicated, nor are they indicative of future operating results.

You should read the sections of this information statement entitled "Unaudited Pro Forma Consolidated Financial Statements" and "Notes to the Unaudited Pro Forma Consolidated Financial Statements," which are qualified in their entirety by reference to the audited Consolidated Financial Statements of Corteva and related notes thereto, the supplemental audited Combined Financial Statements of the Seed Business and related notes thereto and the financial and other information contained in this information statement, including

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in the sections of this information statement entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Corteva" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental)."

Vylor Inc.

Vylor Inc. is a wholly-owned subsidiary of Corteva and was formed on November 13, 2025 to serve as a holding company for the Seed Business. Vylor Inc. has engaged in no business operations to date and has no assets or liabilities of any kind, other than those incident to its formation.

Trademarks, Trade Names and Service Marks

The trademarks, trade names and service marks of Vylor appearing in this information statement are, as applicable, our property, licensed to us or, prior to the completion of the spin-off, the property of Corteva. The name, mark and other trademarks, trade names and service marks of Corteva and New Corteva appearing in this information statement are the property of Corteva. Solely for convenience, trademarks, trade names and service marks referred to in this information statement may appear without the "®", "TM" or "SM" symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This information statement also contains additional trademarks, trade names and service marks belonging to other parties. We do not intend our use or display of these other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, such other parties.

Industry Information

Unless indicated otherwise, the information concerning the industry in which Vylor participates contained in this information statement is based on Vylor's general knowledge of and expectations concerning the industry. Vylor's competitive position and industry size are based on estimates using Vylor's internal data and estimates, data from various industry analyses, our internal research and adjustments and assumptions that we believe to be reasonable. Further, Vylor's estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section entitled "Risk Factors". These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

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INFORMATION STATEMENT SUMMARY

This summary highlights some of the information in this information statement relating to Vylor Inc., Vylor's separation from Corteva and the distribution of shares of Vylor common stock by Corteva to its stockholders. For a more complete understanding of our business and the spin-off, you should read carefully the more detailed information set forth under the sections of this information statement entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Corteva," "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental)" and "The Spin-Off" and the other information included in (or incorporated by reference into) this information statement.

Explanatory Note

Primarily as a result of, among other factors, Vylor's (which is the legal spinnee) relative significance to New Corteva, for financial reporting purposes, Vylor will be treated as the "accounting spinnor" and therefore will be the "accounting successor" to Corteva following the spin-off, notwithstanding the legal form of the spin-off described in this information statement. As a result, the historical consolidated financial statements of Corteva will become the historical financial statements of Vylor for the periods prior to the spin-off.

When we refer in this information statement to Vylor's or Corteva's historic business activities, we are referring to those activities as they were historically operated as part of Corteva prior to their transfer to Vylor in connection with the spin-off.

Distributing Company

Corteva 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 establishes market advantage through its unique distribution strategy, together with its balanced and globally diverse mix of seed and crop protection products. With some of the most recognized brands in agriculture and a technology pipeline well positioned to drive growth, Vylor 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.

On October 1, 2025, Corteva announced that its board of directors unanimously approved a plan to separate the company into two independent, publicly traded companies, one comprising the Crop Protection Business and the other comprising the Seed Business. The spin-off is subject to the satisfaction or waiver of certain other conditions. As a result of the spin-off, Vylor will become an independent, publicly traded company, and the direct or indirect owner of the assets and liabilities of the Seed Business. The spin-off is expected to be effected through a pro rata distribution of all of the issued and outstanding shares of Vylor common stock to holders of record of Corteva common stock as of the record date. The spin-off is intended to be tax-free to Corteva stockholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares.

Our Company

The Seed Business to be held by Vylor is recognized by farmers as a leader in the seed technology markets globally with a century-long legacy of customer loyalty, market leadership, and financial strength originating with our iconic, flagship Pioneer® brand, the number one corn and soybean brand in the United States. Through branded sales and licensing arrangements, our business develops and supplies high quality, best-in-class germplasm combined with advanced traits to produce higher yields for farmers around the world. Our seed technology solutions fuel farmer productivity in more than 70 countries and generated annual net sales of $9.9 billion for the year ended December 31, 2025. Our strategy is built upon providing farmers with the right mix of seed technology solutions to maximize their yields and to improve their profitability, while strengthening customer relationships and supporting an abundant food and fuel supply for a growing global population and the next generation demand for biofuels.

The Seed Business is a global leader in developing and supplying advanced germplasm and traits that produce optimum yield for farms around the world. We are a leader by revenue share in many of our key seed markets, including North America corn and soybeans, Europe corn and sunflower, as well as Brazil, India, South Africa and Argentina corn. As part of our integrated seed technology platform, we offer trait technologies that improve resistance to weather, disease, insects and weeds, and trait technologies that enhance food and nutritional characteristics. We also provide digital solutions in conjunction with our seed products that assist farmer decision-making with a view to optimize product selection and, ultimately, maximize yield and profitability potential for farmers.

We aspire to create shareholder value as an industry leader in advanced genetics that discovers and develops groundbreaking solutions for farmers around the world by developing products that continue to provide genetic gain and grow our seed and trait licensing income. Another expected value driver is our disciplined capital and resource allocation processes, including a performance-based culture, with a strong focus on capital discipline, including through stable dividends and share repurchases, selectively assessing merger or acquisition opportunities and continuing to advance our science-based innovation. We anticipate that our innovation investments, including those

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through our growth platforms in licensing, gene editing, biofuels, and hybrid wheat, will drive our continued growth through the next decade.

Our Competitive Strengths

We believe the following attributes provide us with a competitive advantage in our industry:

Our Strategy

Our strategy is to combine our proven innovation capability with our unmatched customer access to provide farmers with the right mix of seeds to maximize their yields and support their profitability, while strengthening customer relationships and contributing to an abundant food and fuel supply to support a growing global population. We plan to leverage the work already done by Corteva, while enhancing its existing strategies, operating priorities and business focus through a more streamlined, efficient and focused operating structure. We also believe that by operating as an advanced genetics company with strong market position in seed technology serving farmers globally, we can more sharply focus on the innovation needs of farmers and instill a culture that best supports our strategy.

To drive industry-leading value creation, we will continue to prioritize:

More broadly, we believe the following strategic priorities will continue to enable us to create significant value for our customers while delivering strong financial returns to our stockholders.

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Summary of Risk Factors

An investment in Vylor common stock is subject to several risks, including the following:

Risks Related to Our Industry

Risks Related to Our Operations

Risks Related to the Spin-Off

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Risks Related to Vylor Common Stock

The above list of risk factors is not exhaustive. Please read the information in the section entitled "Risk Factors" for a more thorough description of these and other risks.

Our Relationship with New Corteva Following the Spin-Off

The spin-off will separate the Seed Business and the Crop Protection Business into two independent, publicly traded companies.

On September 12, 2026 the Corteva board of directors approved, subject to the satisfaction or waiver of certain conditions, the distribution of all of the issued and outstanding shares of common stock of Vylor, the newly formed holding company that, at the time of the distribution, will hold the Seed Business, to Corteva stockholders on the basis of one share of Vylor common stock for every one share of Corteva common stock held as of the close of business on September 24, 2026, the record date for the distribution. As a result of the distribution, we will become an independent, publicly traded company. The spin-off is intended to be tax-free to Corteva stockholders for U.S. federal income tax purposes, except for any cash received in lieu of fractional shares.

The distribution is subject to the satisfaction or waiver of certain conditions. The Corteva board of directors has the discretion to abandon the intended distribution and to alter its terms. See the section entitled "The Spin-Off-Conditions to the Distribution." As a result, Vylor cannot provide any assurances that the distribution will be completed.

Following the spin-off, we and Corteva (which we refer to, after the spin-off, as New Corteva) will operate separately, each as an independent, publicly traded company. To effect the spin-off and govern our ongoing relationship with New Corteva thereafter, we intend to enter into certain agreements with Corteva that will, among other matters, provide for the allocation between us and New Corteva of Corteva's assets, employees, liabilities and obligations (including investments, property, employee benefits, intellectual property and tax-related assets and liabilities), and provide a framework for our relationship with New Corteva following the spin-off. The terms of the agreements described in the section entitled "Our Relationship with New Corteva Following the Spin-Off" that will be in effect immediately prior to, or following, the spin-off have not yet been finalized; changes to these agreements, some of which may be material, may be made prior to the spin-off. Following the spin-off, however, no changes to such agreements may be made without the mutual agreement of New Corteva and Vylor.

Regulatory Approvals

We must complete the necessary registration under U.S. federal securities laws of Vylor common stock to be issued in the distribution, as well as the applicable listing requirements of the NYSE for such shares.

Other than these requirements, we do not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the distribution.

Corteva stockholders are not entitled to appraisal rights in connection with the spin-off.

Corporate Information

Vylor was organized in the State of Delaware on November 13, 2025. The current address of Vylor's Company Secretary offices is 1000 N. West Street, Suite 900, Wilmington, Delaware 19801. Vylor can be contacted by calling (302) 485-3400.

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SUMMARY OF THE SPIN-OFF

The following is a summary of the material terms of the spin-off.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

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RISK FACTORS

You should carefully consider the following risks and other information in this information statement in evaluating us and Vylor common stock. The risk factors generally have been separated into five groups: risks related to our industry, risks related to our operations, risks related to our intellectual property, risks related to the spin-off and risks related to Vylor common stock.

Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations or financial condition. Our operations could be affected by various risks, many of which are beyond our control. Based on current information, we believe that the following identifies the most significant risks that could affect our business, results of operations or financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. See the section entitled "Cautionary Statement Concerning Forward-Looking Statements" for more details.

Risks Related to Our Industry

Vylor may not be able to obtain or maintain the necessary regulatory approvals for some of its products, which could restrict its ability to sell those products in some markets.

Regulatory and legislative requirements affect the development, manufacture and distribution of Vylor's products, including the testing and planting of seeds containing Vylor's biotechnology traits, and the import of crops grown from those seeds, and non-compliance can harm Vylor's sales and profitability.

Seed products incorporating biotechnology derived traits, whether through gene modification or gene editing, as well as seed applied technology products must be extensively tested for safety, efficacy and environmental impact before they can be registered for production, use, sale or commercialization in a given market. In certain jurisdictions, Vylor must periodically renew its approvals for biotechnology products, which typically require Vylor to demonstrate compliance with then-current standards which generally are more stringent since the prior registration. The regulatory approvals process is lengthy, costly, complex and in some markets unpredictable, with requirements that can vary by product, technology, industry and country. The regulatory approvals process for products that incorporate novel modes of action or new technologies can be particularly unpredictable and uncertain due to the then-current state of regulatory guidelines and objectives, as well as governmental policy considerations and non-governmental organization and other stakeholder considerations. The uncertainty and increased length of regulatory approvals and frameworks may reduce Vylor's return on its research and development investments, impede its ability to meet sales, profitability, or yield improvement metrics, or cause it to fail to meet its strategic objectives related to gene editing and other technology investments.

Furthermore, the detection of biotechnology traits, including gene edited traits, not approved in the country in which Vylor sells or cultivates its product, or in a country to which Vylor imports its product, may affect Vylor's ability to supply or export its products, or even result in crop destruction, product recalls or trade disruption, which could result in lawsuits and termination of licenses related to biotechnology traits. Delays in obtaining regulatory approvals to import, including those related to the importation of crops grown from seeds containing certain traits or treated with specific chemicals in seed applied technologies, may influence the rate of adoption of new products in globally traded crops.

Additionally, the regulatory environment may be impacted by the activities of non-governmental organizations and special interest groups and stakeholder reaction to actual or perceived impacts of new and existing technology, products or processes on safety, health and the environment. Obtaining and maintaining regulatory approvals requires submitting a significant amount of information and data, which may require participation from technology providers. In addition, there has been an increase in recent years in the number of lawsuits filed by those who identify themselves as public or environmental interest groups seeking to invalidate pesticide product registrations, including those for Enlist One®, and/or challenge the way federal or state governmental entities apply the rules and regulations governing pesticide produce use. The invalidation of crop protection registrations or further restrictions on use may reduce the demand for seed products developed to tolerate these crop protection technologies.

Regulatory standards and trial procedures are continuously changing. The pace of change together with the lack of regulatory harmony could result in unintended noncompliance. Responding to these changes and meeting existing and new requirements may involve significant costs or capital expenditures or require changes in business practice that could result in reduced profitability. The failure to receive necessary permits or approvals, or the invalidation thereof, could have near- and long-term effects on Vylor's ability to produce and sell some current and future products.

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The successful development and commercialization of Vylor's pipeline products will be necessary for Vylor's growth.

Vylor uses advanced breeding technologies to produce hybrids and varieties with superior performance in farmers' fields and uses biotechnology to introduce traits that enhance specific characteristics of its crops. Vylor also uses advanced analytics, software tools, mobile communications and new planting and monitoring equipment to provide agronomic recommendations to growers.

New product concepts may be abandoned for many reasons, including greater anticipated development costs, technical difficulties, lack of efficacy, regulatory obstacles or inability to market under regulatory frameworks, competition, inability to prove the original concept, lack of demand and the need to divert focus, from time to time, to other initiatives with perceived opportunities for better returns. The processes of breeding, biotechnology trait discovery and development and trait integration are lengthy, and a very small percentage of the genes and germplasm Vylor tests is selected for commercialization. Furthermore, the length of time and the risk associated with the breeding and biotech pipelines are interlinked because both are required as a package for commercial success in markets where biotech traits are approved for growers, since seed hybrids and varieties could require editing or modification to tolerate higher doses and/or new varieties of herbicides and pesticides as weeds and insects develop resistance. Commercial transitions to Vylor's new technologies can take several years to complete, and weed and insect resistance may develop faster than Vylor can respond with new technologies or enhancements to existing technologies. In countries where biotech traits are not approved for widespread use, Vylor's seed sales depend on the quality of its germplasm. Even when initial commercialization efforts have been promising, there are no guarantees that anticipated levels of product acceptability within Vylor's markets will be achieved or that higher quality products will not be developed by Vylor's competitors in the future.

Speed in discovering, developing, protecting and responding to new technologies, including through the use of gene editing, artificial intelligence and new technology-based distribution channels that accelerate Vylor's product development timelines and could facilitate its ability to engage with customers and end users, and in bringing related products to market is a significant competitive advantage. Commercial success frequently depends on being the first company to the market, and many of Vylor's competitors are also making considerable investments in similar new biotechnology products, improved germplasm products and agronomic recommendation products.

The degree of public understanding and acceptance or perceived public acceptance of Vylor's biotechnology and other agricultural products and technologies can affect Vylor's sales and results of operations by affecting planting approvals, regulatory requirements and customer purchase decisions.

Concerns and claims regarding the safe use of seeds with biotechnology traits, whether through gene editing or gene modification, and seed applied technology in general, and their potential impact on health and the environment, reflect a growing trend in societal demands for increasing levels of product safety and environmental protection. These include concerns and claims that increased use of seed applied technology products and the use of biotechnology traits meant to reduce the resistance of weeds or pests to control by crop protection products could increase or accelerate such resistance and otherwise negatively impact health and the environment. These and other concerns could manifest themselves in delays or failures in obtaining or retaining regulatory approvals, delayed product launches, lack of market acceptance, product discontinuation, litigation, continued pressure for and adoption of more stringent regulatory intervention, termination of supply agreements, legal claims, preferred purchases and stockholder proposals. These and other concerns could also influence public perceptions, the viability or continued sales of certain of Vylor's products, Vylor's reputation and the cost to comply with regulations. As a result, such concerns could have a material adverse effect on Vylor's business, results of operations, financial condition and cash flows.

Vylor's business is subject to various competition and antitrust rules and regulations around the world, and as the size of its business grows, scrutiny of its business by legislators and regulators in these areas may intensify.

On December 6, 2025, President Trump issued an executive order titled "Addressing Security Risks from Price Fixing and Anti-Competitive Behavior in the Food Supply Chain." The order directs the U.S. Department of Justice ("DOJ") and the U.S. Federal Trade Commission ("FTC") to establish Food Supply Chain Security Task Forces focused on investigating anti-competitive conduct across food supply sectors, including seeds, and, critically, assessing whether control by foreign entities is increasing U.S. food prices or creating national or economic security risks. While the ultimate impact of the executive order will depend on the actions ultimately resulting from the U.S. regulatory authorities, actions taken by such authorities may increase the regulation and regulatory costs associated with the agriculture industry in the future and restrict Vylor from pursuing certain growth opportunities, including mergers or acquisitions.

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Scrutiny from regulators in the U.S. and abroad may intensify as Vylor's business presence grows or as industry concentration increases. This scrutiny and related investigations, even absent an enforcement action, may result in damage to Vylor's reputation, significant defense expense, as well as become a distraction to management. If antitrust or competition enforcement actions are brought against Vylor, such actions could result in regulators imposing fines, penalties, or restrictions on Vylor's business practices in a manner that could significantly impact its results of operations.

Changes in agricultural and related policies of governments and international organizations may prove unfavorable.

In many markets there are various pressures to reduce government subsidies to farmers, which may inhibit the growth in these markets of products used in agriculture. In addition, government programs that provide financial support or create incentives for farmers, including those established by the U.S. Farm Bill, can be temporary in nature, or may be modified or discontinued. However, it is difficult to predict accurately whether, and if so when, such changes will occur. Vylor expects that the policies of governments and international organizations will continue to affect the planting choices made by growers as well as the income available to growers to purchase products used in agriculture and, accordingly, the operating results of the agriculture industry.

The costs of complying with evolving regulatory requirements could negatively impact Vylor's business, results of operations and financial condition. Actual or alleged violations of environmental laws or permit requirements could result in restrictions or prohibitions on plant operations, substantial civil or criminal sanctions, as well as the assessment of strict liability and/or joint and several liability.

Vylor is subject to extensive federal, state, local and foreign laws, regulations, rules and ordinances relating to pollution, protection of the environment, wastewater discharges, the storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials and the use of genetically modified seeds and seed applied technologies by growers.

Environmental and health and safety laws, regulations and standards expose Vylor to the risk of substantial costs and liabilities. As is typical for businesses like Vylor's, soil and groundwater contamination has occurred in the past at certain sites and may be identified at other sites in the future. Disposal of waste from Vylor's business at off-site locations also exposes it to potential remediation costs.

Costs and capital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and depend on the timing of the promulgation and enforcement of specific standards which impose the requirements. Moreover, changes in environmental regulations could inhibit or interrupt Vylor's operations, or require modifications to its production processes in the future. Accordingly, environmental, health or safety regulatory matters could result in significant unanticipated costs or liabilities, which may be materially higher than Vylor's accruals.

Climate change and unpredictable seasonal and weather factors could impact Vylor's sales and earnings.

The agriculture industry is subject to seasonal and weather factors, which can vary unpredictably from period to period. Weather factors can affect the presence of disease and can affect supply chains and the quality, volume and cost of seed produced for sale as well as demand and product mix. Seed yields can be higher or lower than planned, which could lead to higher inventory and related write-offs. Climate change may increase the frequency or intensity of extreme weather such as storms, floods, heat waves, droughts and other events that could affect the quality, volume and cost of seed produced for sale as well as demand and product mix. Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing season, pest pressures and types of crops produced.

Vylor participates in an industry that is highly competitive and has undergone consolidation, which could increase competitive pressures.

Vylor currently faces significant competition in the markets in which it operates. In most segments of the market, the number of products available to the grower is steadily increasing as new products are introduced. At the same time, certain products are coming off patent and are thus available to generic producers for commercialization. Upon the loss or expiration of patent protection for one of Vylor's products or of a product that Vylor licenses, or upon the "at- risk" launch (despite pending patent infringement litigation against the generic product) by a generic manufacturer of a generic version of one of Vylor's patented products or of a product that Vylor licenses, Vylor can lose a major portion of revenues for that product, which can have a material adverse effect on Vylor's business. Additionally, data analytic tools and web-based new direct purchase models offer increased transparency and comparability, which creates price pressures. Vylor cannot predict the pricing or promotional actions of its competitors. Aggressive marketing or pricing by Vylor's competitors could adversely affect Vylor's business, results of operations and financial condition. As a result, Vylor continues to face significant competitive challenges.

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Recent government funding and staff reductions could hinder our ability to receive timely regulatory approvals.

Vylor's genetically modified and gene edited seed products are subject to regulatory oversight under the Coordinated Framework for the Regulation of Biotechnology, which includes the regulatory authority of the USDA addressing plant safety, as well as the authority of the FDA for food and feed safety. Vylor's seed applied technology products and certain biotechnology-developed seed products that express pesticidal traits are also regulated by the EPA to verify that there is no unreasonable adverse effect to the environment. For Vylor's seed applied technology products, the EPA is responsible for registering and overseeing the approval and marketing of these products, while the USDA and the FDA monitor levels of residue of these products permitted on or in crops. See the section entitled "Business - Regulatory Considerations" for additional information on the regulation of our business.

Significant staff or funding reductions, along with any extended shutdown of the federal government, may significantly impact the timelines for reviewing our regulatory submissions. Longer-term structural changes at relevant federal agencies, including shifts in enforcement focus, review processes, evidentiary standards and resource allocation, may extend the time it takes to commercialize our products, thereby having a material adverse effect on our business, results of operations, and the value of our intellectual property.

Our sales may be adversely affected should a competitor successfully establish an intermediary platform for the sale of Vylor's products or otherwise position itself between Vylor and its customers.

Vylor services customers in part through the Pioneer direct sales channel in key agricultural geographies, including the United States. In addition, Vylor supplements this approach with strong retail channels, including distributors, agricultural cooperatives and dealers, and with digital and data solutions that assist farmer decision-making with a view to optimize their product selection and maximize their yield and profitability. While our indirect channels extend our reach and increase exposure of our products to other potential customers, including smaller farmers or farmers in less concentrated areas, there can be no assurance that Vylor will continue to be successful in this regard. If a competitor were to successfully establish an intermediary platform for distribution of Vylor's products, it may disrupt Vylor's distribution model. In such a circumstance, Vylor's sales may be adversely affected.

Risks Related to Our Operations

Our business, financial condition and results of operations could be materially affected by disruptions in the global economy caused by geopolitical and military conflicts.

Military conflict or related geopolitical tensions and disputes, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, further supply disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chains. Such geopolitical instability and uncertainty has negatively impacted our ability to sell to, ship products to, collect payments from, and support customers in certain regions. Logistics restrictions, including closures of air space and shipping ports, the reduction of the availability of farmable land, and the destruction of facilities could further increase these adverse impacts and negatively impact demand for our products in impacted regions. The global economy was negatively impacted by the military conflict between Russia and Ukraine and we experienced shortages in materials, the inability to insure shipments, and increased costs for transportation, energy and other inputs due in part to the negative impact of this conflict. The current military conflict between the U.S., Israel and Iran and further military conflict or related geopolitical tensions, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, further supply disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chains. Similar or more severe disruptions, trade barriers, business risks, asset seizures, and volatility in foreign exchange and financial markets could occur if tensions or conflicts between countries escalate. Further expansion of economic disruption or in the scope of global or regional conflicts could have a material adverse effect on our results of operations.

Volatility in Vylor's input costs could have a significant impact on Vylor's business, results of operations and financial condition.

Vylor's input costs are variable and primarily based on the costs associated with growers' production of Vylor's products. For example, corn and soybean commodity prices may be impacted by factors such as seasonal weather conditions and overall supply and demand. In addition, production processes consume significant amounts of energy, water, and other inputs, the costs of which are subject to worldwide supply and demand as well as other factors beyond Vylor's control. Vylor refers to these costs collectively as input costs. Significant variations in input costs affect Vylor's operating results from period to period.

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Vylor enters into over-the-counter and exchange traded derivative commodity instruments to hedge its exposure to price fluctuations on commodities. In addition, Vylor takes actions to offset the effects of higher input costs through selling price increases, productivity improvements and cost reduction programs. Success in offsetting higher input costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served. If Vylor is not able to fully offset the effects of higher input costs, it could have a significant impact on its financial results.

Vylor's operations outside the United States are subject to risks and restrictions, which could negatively affect Vylor's business, results of operations and financial condition.

Vylor's operations outside the United States are subject to risks and restrictions, including fluctuations in foreign currency exchange rates; inflation; exchange and price control regulations; corruption risks; competitive restrictions; changes in local political or economic conditions; import and trade restrictions; import or export licensing requirements and trade policy; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad. In addition, Vylor's international operations are sometimes in countries with unstable governments, economic or fiscal challenges, military or political conflicts, local epidemics or pandemics, significant levels of crime and organized crime, or developing legal systems. This may increase the risk to Vylor's employees, subcontractors or other parties, and of other liabilities, such as property loss or damage to Vylor's products, and may affect Vylor's ability to safely operate in, import into, or receive raw materials from these countries.

Additionally, Vylor's ability, or the ability of its customers, to export its products and its sales outside the United States has been, and may continue to be, adversely affected by significant changes in trade, tax or other policies, including other countries retaliating by purchasing less from the United States and the imposition of their own trade restrictions and/or increased tariffs in response to substantial changes to U.S. tariff, trade and tax policies. Furthermore, significant changes in trade, tax, and other related policies or enforcement may pose business and financial risks, including raising the cost of manufacturing inputs and altering customer demands.

Although Vylor has operations throughout the world, Vylor's sales outside the United States in 2025 were principally to customers in Brazil, Eurozone countries, and Canada. Further, Vylor's largest currency exposures are the Brazilian real, Canadian dollar, Euro and Turkish lira. Inflation, market uncertainty or an economic downturn in these geographic areas could reduce demand for Vylor's products and result in decreased sales volume, which could have a negative impact on Vylor's results of operations. In addition, changes in exchange rates may affect Vylor's results of operations, financial condition and cash flows in future periods. Vylor actively manages currency exposures that are associated with net monetary asset positions.

Vylor's business, results of operations and financial condition could be adversely affected by industrial espionage and other disruptions to its supply chain, information technology or network systems.

Business and/or supply chain disruptions, plant and/or power outages and information technology system and/or network disruptions, regardless of cause including acts of sabotage, employee error or other actions, geopolitical activity, military conflict, local epidemics or pandemics, weather events and natural disasters, could seriously harm Vylor's operations as well as the operations of its customers and suppliers. For example, an epidemic in locations where Vylor has significant operations, sales, or key suppliers could have a material adverse effect on Vylor's results of operations.

Business and/or supply chain disruptions may also be caused by security breaches, which could include, for example, ransomware attacks and attacks on information technology and infrastructure by hackers, viruses, breaches due to employee error or actions or other disruptions. Vylor and/or its suppliers may fail to effectively prevent, detect and recover from these or other security breaches and, as a consequence, such breaches could result in misuse of Vylor's assets, business disruptions, loss of property including trade secrets and confidential business information, legal claims or proceedings, reporting errors, processing inefficiencies, negative media attention, loss of sales and interference with regulatory and data privacy compliance.

Like most major corporations, Vylor is the target of industrial espionage, including cyber-attacks, from time to time. Vylor has determined that these incidents have resulted, and could result in the future, in unauthorized parties gaining access to certain confidential business information. Although management does not believe that Vylor has experienced any material losses to date related to industrial espionage and security breaches, including cybersecurity incidents, there can be no assurance that Vylor will not suffer such losses in the future.

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Vylor actively manages the risks within its control that could lead to business disruptions and security breaches. As these threats continue to evolve, particularly around cybersecurity and artificial intelligence, Vylor may be required to expend significant resources to enhance its control environment, processes, practices and other protective measures. Despite these efforts, such events could also have a material adverse effect on Vylor's business, financial condition, results of operations and reputation. Additionally, any losses from such an event may be excluded from, or in excess of, the coverage provided by Vylor's insurance policies.

Vylor's business, results of operations and financial condition could be adversely affected by environmental, litigation and other commitments and contingencies.

As a result of Vylor's operations, Vylor incurs environmental operating costs for pollution abatement activities including waste collection and disposal, installation and maintenance of air pollution controls and wastewater treatment, emissions testing and monitoring and obtaining permits. Vylor also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as product testing. In addition, Vylor maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.

Vylor expects to continue to incur environmental operating costs since it will operate product handling and distribution facilities that are subject to a broad array of environmental laws and regulations. These rules are subject to change by the implementing governmental agency, which Vylor monitors closely. Vylor's environmental policy requires that its operations fully meet or exceed legal and regulatory requirements. In addition, Vylor expects to continue certain voluntary programs, and could consider additional voluntary actions, to reduce air emissions, minimize the generation of hazardous waste, decrease the volume of water use and discharges, and increase the efficiency of energy use. Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Vylor expects these costs will continue to be significant for the foreseeable future. Over the long-term, such expenditures are subject to considerable uncertainty and could fluctuate significantly.

Vylor accrues for environmental matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. As remediation activities vary substantially in duration and cost from site to site, it is difficult to develop precise estimates of future site remediation costs. Vylor expects to base such estimates on several factors, including the complexity of the geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties ("PRPs") at multi-party sites and the number of, and financial viability of, other PRPs. Considerable uncertainty exists with respect to environmental remediation costs and, under adverse changes in circumstances, the potential liability may be materially higher than Vylor's accruals.

Vylor faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits. It is not possible to predict the outcome of these various proceedings and any potential impact on Vylor. An adverse outcome in any one or more of these matters may result in losses not fully covered by Vylor's insurance policies and could be material to Vylor's financial results. Various factors or developments can lead to changes in current estimates of liabilities. Such factors and developments may include, but are not limited to, additional data, safety or risk assessments, as well as a final adverse judgment, significant settlement or changes in applicable law. A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect on Vylor.

In the ordinary course of business, Vylor may make certain commitments, including representations, warranties and indemnities relating to current and past operations and issuing guarantees of third-party obligations. If Vylor were required to make payments as a result, such payments could exceed the amounts accrued, thereby adversely affecting Vylor's financial condition and results of operations.

Vylor is dependent on its relationships or contracts with third parties with respect to certain of its seed production, licenses or commercialization.

Vylor is dependent on third parties in the research, development and commercialization of its products and enters into transactions including, but not limited to, grower agreements and licensing agreements in connection with Vylor's business. The majority of Vylor's corn hybrids and soybean varieties sold to customers contain biotechnology traits that Vylor licenses from third parties under long-term license agreements. If Vylor loses its rights under such licenses, it could negatively impact Vylor's ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products. Vylor may elect to out-license its technology, including germplasm. There can be no guarantee that such licensing will not ultimately strengthen Vylor's competition thereby adversely impacting Vylor's results of operations.

While Vylor relies heavily on third parties for multiple aspects of its business and commercialization activities, Vylor does not control many aspects of such third parties' activities. Third parties may not complete activities on schedule or in accordance with Vylor's expectations. Failure by one or more of these third parties to meet their contractual or other obligations to Vylor or to comply with applicable laws or regulations, or any disruption in the relationship between Vylor and one or more of these third parties could delay or

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prevent the development, approval or commercialization of Vylor's products and could also result in non-compliance or reputational harm, all with potential negative implications for Vylor's business.

In addition, Vylor's agreements with third parties may obligate it to meet certain contractual or other obligations to third parties. For example, Vylor may be obligated to meet certain thresholds or abide by certain boundary conditions. If Vylor were to fail to meet such obligations to the third parties, its relationship with such third parties may be disrupted. Such a disruption could negatively impact certain of Vylor's licenses on which it depends, could cause reputational harm, and could negatively affect Vylor's business, results of operations and financial condition.

Vylor's customers may be unable to pay their debts to Vylor, which could adversely affect Vylor's results of operations and cash flows.

Vylor offers its customers barter programs and financing programs with credit terms generally less than one year from invoicing in alignment with the growing season. Due to these credit practices as well as the seasonality of Vylor's operations, Vylor may need to issue short-term debt at certain times of the year to fund its cash flow requirements. Vylor's customers may be exposed to a variety of conditions that could adversely affect their ability to pay their debts or deliver the products subject to their respective barter contracts. For example, customers in economies experiencing an economic downturn or in a region experiencing adverse growing conditions may be unable to repay their obligations or deliver product under their barter contracts to Vylor, which could adversely affect Vylor's results of operations and cash flows.

If Vylor fails to effectively manage acquisitions, divestitures, strategic investments, restructurings, cost savings initiatives and other portfolio actions, such actions may not have the results anticipated.

From time-to-time, Vylor will evaluate acquisition candidates that may strategically fit Vylor's business and/or growth objectives, along with making investments in strategic technologies through its Vylor Catalyst platform. If Vylor is unable to successfully integrate and develop acquired businesses, Vylor could fail to achieve expected increases in revenues and operating results, as well as anticipated investment returns, synergies and cost savings, which could have a material adverse effect on Vylor's financial results. Vylor continually reviews its portfolio of assets for contributions to its objectives and alignment with its strategy. However, Vylor may not be successful in separating underperforming or non-strategic assets and gains or losses on the divestiture of, or lost operating income from, such assets may affect Vylor's earnings. Moreover, Vylor might incur asset impairment charges related to its investments and acquisitions, or divestitures that reduce its earnings. In addition, if the execution of these transactions, investments, or portfolio actions is not successful, it could adversely impact Vylor's financial condition, results of operations and cash flows.

Vylor's use of artificial intelligence and machine learning technologies may result in reputational harm or liability.

Vylor has incorporated and may continue to incorporate artificial intelligence and machine learning technologies into our research and development platforms, marketing and agronomic programs, and analysis software. These solutions and features are advantageous to developing, enhancing, and maximizing the capabilities of our differentiated technologies and to our future growth over time. Although Vylor relies and expects to rely on these technologies, there can be no assurance that we will realize the desired or anticipated benefits from artificial intelligence and machine learning technologies or any at all. We may also fail to properly implement or utilize these technologies. Our competitors or other third parties may incorporate artificial intelligence and machine learning technologies into their products, platforms, software and services or otherwise within their business more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations.

Additionally, our use of artificial intelligence and machine learning technologies may expose us to additional claims, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if outputs from artificial intelligence and machine learning technologies (or outputs that they assist in producing) are or are alleged to be deficient, inaccurate, or biased, or if such technologies or their development or deployment, including the collection, use, storage, disclosure or other processing of data used to train, create or operate such technologies, actually or allegedly infringe upon, misappropriate or otherwise violate third-party intellectual property rights, compromise confidential or proprietary information, including trade secrets, personal information or agronomic or research data, create cybersecurity vulnerabilities, or violate applicable laws, regulations, contractual obligations or other actual or asserted legal obligations to which we are or may become subject, then our business, financial condition and results of operations may be adversely affected.

The legal, regulatory, and policy environments around artificial intelligence and machine learning technologies are evolving rapidly, and we may become subject to new and evolving legal and other obligations. These and other developments may require us to make significant changes to our use of artificial intelligence and machine learning technologies, including by limiting or restricting our use of these technologies, and may require us to make significant changes to our policies and practices, which may necessitate expenditure of significant time, expense, and other resources. We may also be required to develop, enhance or maintain governance, review, testing, monitoring and other controls relating to our use of artificial intelligence and machine learning technologies, including controls intended

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to support appropriate human oversight of such technologies and their outputs. Artificial intelligence and machine learning technologies also present emerging ethical issues, and if our use of these technologies becomes controversial, we may experience brand or reputational harm.

Vylor's liquidity, business, results of operations and financial condition could be impaired if it is unable to raise capital through the capital markets or short-term debt borrowings.

Any limitation on Vylor's ability to raise money in the capital markets or through short-term debt borrowings could have a substantial negative effect on Vylor's liquidity. Vylor's ability to affordably access the capital markets and/or borrow short-term debt in amounts adequate to finance its activities could be impaired as a result of a variety of factors, including factors that are not specific to Vylor, such as a severe disruption of the financial markets and, in the case of debt securities or borrowings, interest rate fluctuations. Due to the seasonality of Vylor's business and the credit programs Vylor may offer its customers, net working capital investment and corresponding debt levels will fluctuate over the course of the year.

Vylor regularly extends credit to its customers to enable them to purchase products at the beginning of the growing season. Customer receivables may be used as collateral for short-term financing programs. Any material adverse effect upon Vylor's ability to own or sell such customer receivables, including seasonal factors that may impact the amount of customer receivables Vylor owns, may materially impact Vylor's access to capital.

Vylor has additional agreements with financial institutions to establish programs that provide financing for select customers of Vylor's seed products in the United States, Latin America, Europe and Asia. The programs are renewed on an annual basis. In most cases, Vylor guarantees the extension of such credit to such customers. If Vylor is unable to renew these agreements or access the debt markets to support customer financing, Vylor's sales may be negatively impacted, which could result in increased borrowing needs to fund working capital.

Vylor's earnings, operations and business, among other things, will impact its credit ratings, costs and availability of financing. There can be no assurance that Vylor will maintain its prospective credit ratings. A decrease in the ratings assigned to Vylor by the ratings agencies may negatively impact Vylor's liquidity and access to the debt capital markets and increase Vylor's cost of borrowing and the financing of its seasonal working capital.

Global or regional health pandemics or epidemics could negatively impact Vylor's business, financial condition and results of operations.

Vylor's business, financial condition, and results of operations could be negatively impacted by human or animal pandemics or epidemics. The severity, magnitude and duration of pandemics or epidemics is uncertain, rapidly changing and difficult to predict. Future pandemics or epidemics and resulting illness, travel restrictions and workforce and operational disruptions could impact Vylor's global supply chain, its operations and its routes to market or those of its suppliers, contract growers, or customers/distributors. These disruptions or Vylor's failure to effectively respond to them could increase product or distribution costs, alter the timing of recognizing manufacturing costs, or impact the delivery of products to customers or their ability to pay.

Government pandemic or epidemic responses can significantly impact economic activity and markets around the world. Future outbreaks or pandemics could negatively impact customer demand and Vylor's business, financial condition, and results of operations in numerous ways, including but not limited to increased market volatility that impacts Vylor's hedging, financial forecasting, and liquidity, including its access to capital markets and delays or modifications to Vylor's strategic plans and productivity initiatives.

Risks Related to Our Intellectual Property

Enforcing Vylor's intellectual property rights, or defending against intellectual property claims asserted by others, could materially affect Vylor's business, results of operations and financial condition.

Intellectual property rights, including patents, plant variety protection, trade secrets, confidential information, trademarks, trade names and other forms of trade dress, are important to Vylor's business. Vylor endeavors to protect its intellectual property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported. However, Vylor may be unable to obtain protection for its intellectual property in key jurisdictions. Further, changes in government policies and regulations, including changes made in reaction to pressure from non-governmental organizations, or the public generally, could impact the extent of intellectual property protection afforded by such jurisdictions.

Competitors are increasingly challenging intellectual property positions and the outcomes to these challenges, including those with Inari, can be highly uncertain and negatively impact the value of Vylor's intellectual property and investment return on its research and development. Additionally, Vylor has been subject to claims that its products violate third party intellectual property rights. Defending

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such claims, even those without merit, is time-consuming and expensive. In addition, any such claim could result in Vylor's having to enter into, or continue, license agreements, develop non-infringing products or engage in litigation that could be costly. If challenges are resolved adversely, it could negatively impact Vylor's ability to obtain licenses on competitive terms, develop and commercialize new products, generate sales from existing products or reduce its reliance on licensed technologies.

Vylor has designed and implemented internal controls to restrict use of, access to and distribution of its intellectual property. Despite these precautions, Vylor's intellectual property is vulnerable to infringement, misappropriation and other unauthorized access, including through employee or licensee error or actions, theft and cybersecurity incidents, and other security breaches. When unauthorized access and use or counterfeit products are discovered, Vylor may report such situations to governmental authorities for investigation, as appropriate, and takes measures to mitigate any potential impact. Protecting intellectual property related to biotechnology is particularly challenging because theft is difficult to detect and biotechnology can be self-replicating.

In addition, because of the rapid pace of technological change, the confidentiality of patent applications in some jurisdictions and/or the uncertainty in predicting the outcome of complex proceedings relating to ownership and the scope of patents relating to certain emerging technologies, competitors may be issued patents related to Vylor's business unexpectedly. These patents could reduce the value of Vylor's commercial or pipeline products or, to the extent they cover key technologies on which Vylor has relied, require Vylor to seek to obtain licenses (and Vylor cannot ensure it would be able to obtain such a license on acceptable terms) or cease using the technology, no matter how valuable to Vylor's business.

Legislation and jurisprudence on patent protection is evolving and changes in laws could affect Vylor's ability to obtain or maintain patent protection for, and otherwise enforce Vylor's patents related to, its products.

Vylor's business may be adversely affected by the availability of counterfeit products.

A counterfeit product is one that has been deliberately and fraudulently mislabeled as to its identity and source. A counterfeit Vylor product, therefore, is one manufactured by someone other than Vylor, but which appears to be the same as an authentic Vylor product. The prevalence of counterfeit products is a significant and growing industry-wide issue due to a variety of factors, including, but not limited to, the following: the widespread use of the Internet, which has greatly facilitated the ease by which counterfeit products can be advertised, purchased and delivered to individual consumers; the availability of sophisticated technology that makes it easier for counterfeiters to make counterfeit products; and the relatively modest risk of penalties faced by counterfeiters compared to the large profits that can be earned by them from the sale of counterfeit products. Further, laws against counterfeiting vary greatly from country to country, and the enforcement of existing laws varies greatly from jurisdiction to jurisdiction. For example, in some countries, counterfeiting is not a crime; in others, it may result in only minimal sanctions. In addition, those involved in the distribution of counterfeit products use complex transport routes to evade customs controls by disguising the true source of their products.

Vylor's global reputation makes its products prime targets for counterfeiting organizations. Counterfeit seed products may result in lower quality, non-uniform, and low-yielding crops because of the lack of regulation of their contents. Failure to mitigate the threat of counterfeit products could adversely impact Vylor's business by, among other things, causing the loss of consumer confidence in Vylor's name and in the integrity of its products, potentially resulting in lost sales and an increased threat of litigation.

Vylor undertakes significant efforts to counteract the threats associated with counterfeit products, including, among other things, working with regulatory authorities and multinational coalitions to combat the counterfeiting of products and supporting efforts by law enforcement authorities to prosecute counterfeiters; assessing new and existing technologies to seek to make it more difficult for counterfeiters to copy Vylor's products and easier for consumers to distinguish authentic from counterfeit products; and working collaboratively with wholesalers, customs offices and law enforcement agencies to increase inspection coverage, monitor distribution channels and improve surveillance of distributors. No assurance can be given, however, that Vylor's efforts and the efforts of others will be entirely successful, and the presence of counterfeit products may continue to increase.

Risks Related to the Spin-Off

The spin-off may not be completed on the contemplated timeline or at all.

The spin-off will be subject to the satisfaction or waiver of certain customary conditions. In addition, the timing of the spin-off will depend on the readiness of each business to operate as an independent public company and the finalization of appropriate capital structures for each.

There can be no assurance that all required conditions to complete the spin-off will be satisfied or, to the extent permitted by applicable law, waived. A failure to satisfy or waive these conditions, or the occurrence of unanticipated developments, could delay, prevent or otherwise adversely affect the completion of the spin-off. These potential developments, many of which are outside of our control, may include disruptions in general economic or financial market conditions, material adverse changes in business or industry

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conditions, unanticipated costs, difficulties or delays in obtaining required regulatory or tax approvals or clearances, and actions or challenges relating to the spin-off, including a September 18, 2026 motion filed before the U.S. Court of Appeals for the Fourth Circuit to enjoin the spin-off pending appeal (such appeal, the "CA Appeal"). The CA Appeal followed the denial of a September 14, 2026 motion filed in the U.S. District Court for the District of South Carolina by California, with the support of 18 other states, the District of Columbia, Puerto Rico, and 9 political subdivisions, for leave to file a motion for a temporary restraining order and preliminary injunction to enjoin the spin-off as a fraudulent transfer.

The spin-off may not achieve some or all of the intended benefits.

We believe that, following the spin-off, we will be better positioned to, among other things, allocate financial, operational and capital resources in a manner that reflects the distinct growth outlooks and strategic priorities of our business, pursue differentiated strategies and operating models aligned with our markets and value propositions, sharpen strategic and operational focus across core strengths, establish a tailored capital structure that supports the future capital needs of our business, and adapt more effectively to evolving industry dynamics. However, we may be unable to achieve some or all of these benefits. Following the spin-off, we will bear the full costs and responsibilities of operating as an independent public company, and these dis-synergies may exceed expectations. Moreover, we will be a smaller, less diversified enterprise than Corteva and, as a result, we may be more exposed to industry-specific risks and changing market conditions than we were before the spin-off. The spin-off may also prompt existing stockholders to divest holdings that no longer align with their investment objectives, potentially affecting the trading value of our common stock. Further, there can be no assurance that the combined value of the common stock of the two companies will be equal to or greater than the value of Corteva's common stock had the spin-off not occurred.

The Corteva board of directors has the right to waive the conditions to the distribution, to the extent permitted by applicable law. Any such determination, including to waive the condition that there not be any threatened injunction that would, if issued, prevent consummation of the distribution (such as the pending CA Appeal), will be made by the Corteva board of directors at the time of such waiver based on the facts and circumstances as they exist at that time. Any such waiver could have an adverse effect on the current stockholders of Corteva and on Vylor, including reducing or delaying the intended benefits of the spin-off or adversely affecting our financial condition or results of operations.

The transfer to us of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, we may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase our expenses or otherwise harm our business and financial performance.

The Separation and Distribution Agreement will provide that certain contracts, permits and other assets and rights are to be transferred from Corteva or its subsidiaries to us or our subsidiaries in connection with the spin-off. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. In addition, in some circumstances, we and New Corteva may be joint beneficiaries of contracts, and we and/or New Corteva may need the consents of third parties in order to split or separate the existing contracts or the relevant portion of the existing contracts to us and New Corteva. Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from us, which, for example, could take the form of price increases. This could require us to expend additional resources in order to obtain the services or assets previously provided under the applicable contract or require us to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If we are unable to obtain the required consents or approvals, we may be unable to obtain the benefits, permits, assets and contractual commitments that are intended to be allocated to us as part of the spin-off, and we may be required to seek alternative arrangements to obtain services and assets that may be more costly and/or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer or separation of these contracts, permits or other assets or rights could negatively affect our business, financial condition, results of operations and cash flows.

The costs to complete the spin-off will be significant.

We have incurred, and expect to incur, significant expenses in connection with the spin-off. One-time costs incurred for the spin-off by Vylor are expected to be approximately $350 million, exclusive of any financing costs, and consist primarily of financial advisory, information technology, legal, consulting and other professional advisory fees associated with the preparation and execution of the spin-off. While we have assumed a certain level of expense would be incurred in connection with the spin-off, there are many factors beyond our control that could affect the total amount or the timing of anticipated expenses.

There may also be additional unanticipated significant costs incurred in connection with the spin-off. For example, executing the spin-off will require significant time and attention from our senior management and employees, which could disrupt our ongoing business, negatively impact our relationships with employees, suppliers, customers, distributors, licensors and other stakeholders and adversely

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affect our financial results and results of operations. Moreover, although we expect to receive an investment grade credit rating, a downgrade in Vylor's credit rating as compared to Corteva's credit rating may lead to increased borrowing costs for Vylor. In addition, there may be increased borrowing costs associated with the reallocation or taking on of new debt in connection with the spin-off.

If the spin-off were to fail to qualify as tax-free for U.S. federal income tax purposes, then New Corteva, and stockholders receiving Vylor common stock in connection with the distribution, could be subject to significant tax liabilities for which Vylor may be required to indemnify New Corteva.

It is a condition to the distribution that Corteva receives the Tax Opinion. The Tax Opinion will rely on certain facts, assumptions and undertakings, and certain representations from Corteva and Vylor, regarding the past and future conduct of the Seed Business and the Crop Protection Business, respectively, and other matters. Notwithstanding the receipt of the Tax Opinion, the Internal Revenue Service ("IRS") could determine on audit that the spin-off (or a portion thereof) should be treated as a taxable transaction if it determines that any of these facts, assumptions, undertakings or representations are not correct or have been violated, or that the spin-off should be taxable for other reasons, including if the IRS were to disagree with the conclusions of the Tax Opinion. Additionally, while Corteva does not currently intend to waive any of the conditions to the distribution described in this information statement, Corteva may waive any of the conditions to the distribution (including the receipt by Corteva of the Tax Opinion) and proceed with the distribution even if all such conditions have not been satisfied. In the event of any waivers or material changes of the conditions to the distribution, we intend to communicate such waiver to stockholders through our reports filed with the SEC.

If the spin-off (or any portion thereof) ultimately is determined to be taxable under U.S. federal, state, local tax and/or foreign tax law, then New Corteva and Corteva stockholders could incur significant income tax liabilities under U.S. federal, state, local and/or foreign tax law.

Specifically, if the distribution ultimately is determined to be taxable, then a Corteva stockholder that received shares of Vylor common stock in connection therewith would be treated as having received a distribution of property in an amount equal to the fair market value of such shares (including any fractional shares sold on behalf of such stockholder) on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such stockholder as a dividend to the extent of New Corteva's current and accumulated earnings and profits, which would include any earnings and profits attributable to the gain recognized by New Corteva on the taxable distribution and could include earnings and profits attributable to certain internal transactions preceding the distribution. Any amount that exceeded New Corteva's earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder's tax basis in its shares of Corteva common stock with any remaining amount being taxed as a gain on the Corteva stock. In the event the distribution is ultimately determined to be taxable, New Corteva would recognize corporate-level taxable gain on the distribution in an amount equal to the excess, if any, of the fair market value of Vylor common stock distributed to Corteva stockholders on the distribution date over Corteva's tax basis in such stock. For more detailed discussion, see the section entitled "Material U.S. Federal Income Tax Consequences of the Spin-Off."

Generally, taxes resulting from the failure of the spin-off to qualify for non-recognition treatment for U.S. federal income tax purposes would be imposed on New Corteva or Corteva stockholders. Under the Tax Matters Agreement that we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva), Vylor will be obligated to indemnify New Corteva against such taxes imposed on New Corteva in certain circumstances. For a more detailed discussion, see the section entitled "Our Relationship with New Corteva Following the Spin-Off-Tax Matters Agreement."

We will agree to numerous restrictions to preserve the tax-free treatment of the spin-off for U.S. federal income tax purposes, which may reduce our strategic and operating flexibility.

Our ability to engage in certain transactions could be limited or restricted after the distribution to preserve, for U.S. federal income tax purposes, the tax-free nature of the spin-off. Even if the distribution otherwise qualifies for tax-free treatment to Corteva stockholders, the distribution may result in corporate-level taxable gain to New Corteva under Section 355(e) of the Code if a transaction results in a change of ownership of 50 percent or greater in Vylor as part of a plan or series of related transactions that includes the distribution. The process for determining whether an acquisition or issuance triggering these provisions has occurred, the extent to which any such acquisition or issuance results in a change of ownership and the cumulative effect of any such acquisition or issuance together with any prior acquisitions or issuances is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. Any acquisitions or issuances of Vylor common stock within a two-year period after the distribution date generally are presumed to be part of such a plan that includes the distribution, although such presumption may be rebutted. As a result of these limitations, under the Tax Matters Agreement that we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva), for the two-year period following the distribution date, we are prohibited, except in certain circumstances, from, among other things:

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These restrictions may significantly limit our ability to pursue certain strategic transactions or other transactions that we may believe to otherwise be in the best interests of our stockholders or that might increase the value of our business.

Following the spin-off we will need to provide or arrange for certain services to be provided that are currently provided by Corteva.

We have historically relied on Corteva (which we refer to, after the spin-off, as New Corteva) to provide us with a range of services. Following the spin-off, New Corteva's support will be limited to the transition and other services described under "Our Relationship with New Corteva Following the Spin-Off." These arrangements do not encompass all services previously provided to us by Corteva and are generally time-limited. As a result, following the spin-off and upon the expiration of such arrangements, we will need to provide internally or obtain from unaffiliated third parties certain services we currently receive from Corteva. These services include certain information technology, research and development insurance, compliance, and site services activities, the effective and appropriate performance of which is critical to our operations. We may be unable to replace these services in a timely manner or on terms and conditions as favorable as those we currently receive from Corteva. In particular, information technology networks and systems are complex and duplicating these networks and systems will be challenging. Because certain portions of our business previously received these services from Corteva, we may be unable to successfully establish the infrastructure or implement the changes necessary to effectively perform these activities within the context of our consolidated business, or we may incur additional costs in doing so that could adversely affect our business. In addition, if New Corteva does not continue to perform effectively the transition services and the other services that are called for under the services and other related agreements entered into in connection with the spin-off, we may not be able to operate our business effectively and our profitability may decline. If we fail to obtain the quality of administrative services necessary to operate effectively or incur greater costs in obtaining these services, our profitability, financial condition and results of operations may be materially and adversely affected.

We may be held liable to New Corteva if we fail to perform under our agreements with New Corteva, and the performance of such services may negatively affect our business and operations.

In connection with the spin-off, we and Corteva (which we refer to, after the spin-off, as New Corteva), and/or certain of our respective affiliates, will enter into various agreements, including but not limited to, the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreements, the Intellectual Property Matters Agreement, and certain other commercial agreements. See the section entitled "Our Relationship with New Corteva Following the Spin-Off." These agreements will provide for the performance of certain services or the provision of goods by each of Vylor and New Corteva for the benefit of the other for a period of time after the spin-off. If we do not satisfactorily perform our obligations under these agreements, we may be held liable for any resulting losses suffered by New Corteva subject to certain limits. In addition, during the transition support periods under the transition arrangements, our management and employees may be required to divert their attention away from our business in order to provide services to New Corteva, which could adversely affect our business.

Following the spin-off, we may not be adequately prepared to meet the requirements of an independent, publicly traded company on a timely or cost-effective basis.

As an independent public company, we will separately become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, as amended, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and we will be required to prepare our financial statements according to the rules and regulations required by the SEC. These reporting and other obligations will place significant demands on our management and on administrative and operational resources. Moreover, to comply with these requirements, we anticipate that we will need to migrate our systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. We expect to incur additional annual expenses related to these requirements, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

None of historical Corteva's financial information, the Seed Business supplemental financial information or our unaudited pro forma financial information are necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.

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Primarily as a result of, among other factors, Vylor's relative significance to New Corteva, Vylor will be treated as the "accounting spinnor" and therefore will be the "accounting successor" to Corteva for accounting purposes, notwithstanding the legal form of the spin-off described in this information statement. Therefore, following the spin-off, the historical consolidated financial statements of Corteva will represent the historical financial statements of Vylor and New Corteva will be presented as discontinued operations. The historical information about Vylor in this information statement refers to Vylor's businesses as part of Corteva. Vylor's historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Corteva. The historical financial information of Corteva, the Seed Business supplemental financial information, and the unaudited pro forma financial information included herein may not reflect what our financial condition, results of operations and cash flows would have been had we been an independent, publicly traded company comprised solely of the Seed Business during the periods presented or what our financial condition, results of operations and cash flows will be in the future when we are an independent company. This is primarily because:

In addition, the unaudited pro forma financial information included in this information statement is based on the best information available, which in part includes a number of estimates and assumptions. These estimates and assumptions may prove to be inaccurate, and accordingly, our unaudited pro forma financial information should not be assumed to be indicative of what our financial condition or results of operations actually would have been as a standalone company during the time periods presented nor to be a reliable indicator of what our financial condition or results of operations actually may be in the future.

For additional information about the unaudited pro forma financial statements, see the sections entitled "Unaudited Pro Forma Consolidated Financial Statements," "Notes to the Unaudited Pro Forma Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental)."

We will incur indebtedness in connection with the spin-off and the Vylor cash distribution, and the degree to which we will be leveraged following the spin-off may materially and adversely affect our business, financial condition and results of operations.

In connection with the spin-off and the payment of the Vylor cash distribution to EIDP, we intend to incur indebtedness. Our capital structure remains under review and will be finalized prior to the spin-off. We may also incur additional indebtedness in the future. Such debt obligations could potentially have important consequences to us and our debt and equity investors, including:

The Seed Business has historically relied upon Corteva to provide credit support or fund its working capital requirements and other cash requirements. After the spin-off, we will be responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements.

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Our ability to make payments on or refinance our indebtedness (including the debt incurred in connection with the spin-off, as well as any future debt that we may incur) and to obtain and maintain sufficient working capital will depend on our ability to generate cash in the future from our own operations, financings, or asset sales following the spin-off. Our ability to generate cash is further subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be forced to take disadvantageous actions, including reducing spending on marketing, retail trade incentives, advertising and new product innovation, reducing financing in the future for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in our industry could be impaired. The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt.

To the extent that we incur additional indebtedness, the foregoing risks could increase. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.

After the spin-off, our access to and cost of financing may be different from the historical access to and cost of financing available to Corteva, which may adversely affect our business, financial condition, or results of operations and cash flows.

After the spin-off, our access to and cost of debt financing will be different from the historical access to and cost of debt financing under Corteva. Differences in access to and cost of debt financing may result in differences in the interest rate charged to us on financings, as well as the amount of indebtedness, types of financing structures and debt markets that may be available to us. If we incur additional debt, the terms of such debt may impose additional and more stringent restrictions on our operations than we are currently subject to. Such restrictions could limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.

Restrictions under the Intellectual Property Matters Agreement will limit our ability to develop and commercialize certain products and services and/or prosecute, maintain and enforce certain intellectual property.

We will be dependent on New Corteva to maintain and enforce the intellectual property licensed to us under the Intellectual Property Matters Agreement we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva). For example, New Corteva will be responsible for filing, prosecuting and maintaining (at their discretion) their intellectual property licensed to us. New Corteva will also have the first right to enforce their intellectual property licensed to us. If New Corteva fails to fulfill its obligations or chooses not to enforce the intellectual property licensed to us under the Intellectual Property Matters Agreement, we may not be able to prevent competitors from making, using and selling competitive products and services.

In addition, our use of the intellectual property licensed to us under the Intellectual Property Matters Agreement is restricted to certain fields, which could limit our ability to develop and commercialize certain products and services. For example, the licenses granted to us under the Intellectual Property Matters Agreement will not extend to all fields of use that we may in the future decide to enter into. These restrictions may make it more difficult, time consuming and/or expensive for us to develop and commercialize certain new products and services, or may result in certain of our products or services being later to market than those of our competitors.

We and New Corteva will be allocated, and we and New Corteva will mutually indemnify each other for, certain liabilities in connection with the spin-off, the payments in respect of which could be significant and could negatively impact our business.

Pursuant to the Separation and Distribution Agreement and certain other agreements that we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva) in connection with the spin-off, we will be allocated, and must indemnify New Corteva for, certain liabilities for uncapped amounts, which could include, among other items, associated defense costs, settlement amounts and judgments. Payments pursuant to these indemnities could be significant and could negatively impact our business.

Third parties could also seek to hold us responsible for any of the liabilities allocated to New Corteva. New Corteva will agree in such agreements to indemnify us for any such liabilities, but such indemnities may not be sufficient to protect us against the full amount of all such liabilities. Even if we ultimately succeed in recovering from New Corteva any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

For additional information, see the section entitled "Our Relationship with New Corteva Following the Spin-Off."

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Our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability on a standalone basis is sufficient to satisfy their requirements for doing or continuing to do business with them.

Some of our customers, prospective customers, suppliers or other companies with whom we conduct business may need assurances that our financial stability on a standalone basis is sufficient to satisfy their requirements for doing or continuing to do business with them, and may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We may have received better terms from unaffiliated third parties than the terms received in the commercial agreements we will enter into with Corteva.

In connection with the spin-off, we will enter into certain commercial agreements with New Corteva, including, but not limited to, certain services, supply and real estate related agreements, which will govern the provision of services and use of assets following the spin-off that were previously provided within Corteva. These agreements will be negotiated in the context of the spin-off, while Vylor remains part of Corteva. Accordingly, the agreements may not reflect terms that would have resulted from negotiations among unaffiliated third parties, and we may have received better terms from third parties. For additional information, see the section entitled "Our Relationship with New Corteva Following the Spin-Off."

Although we have not identified any conflicts of interest, following the spin-off, certain of our directors and employees may have actual or potential conflicts of interest because of their financial or equity interests in New Corteva, or because of their previous positions with Corteva.

Because of their current or former positions with Corteva, certain of our expected executive officers and directors are expected to own equity interests in both us and New Corteva. Continuing ownership of New Corteva shares and equity awards could create, or appear to create, potential conflicts of interest if we and New Corteva face decisions that could have implications for both us and New Corteva. For example, our officers and directors could be motivated or seen to be motivated to make decisions benefiting New Corteva that would not have been made if they had no ownership of New Corteva shares or equity awards, which may in turn cause harm to our reputation. We have not currently identified any conflicts of interest; however, potential conflicts of interest could arise in connection with the resolution of any dispute between us and New Corteva regarding the terms of the agreements governing the spin-off and our relationship with New Corteva following the spin-off. See the section entitled "Our Relationship with New Corteva Following the Spin-Off" for information about some of these agreements. Potential conflicts of interest may also arise out of any commercial arrangements that we or New Corteva, and/or our respective affiliates, may enter into in the future. For example, due to the existing relationships between our officers and directors who have historically been employed by Corteva, our officers and directors may make or be seen to be making decisions benefiting New Corteva that would not have been made if we had no such officers or directors. A dispute regarding a potential or actual conflict of interest involving us and New Corteva could negatively impact our businesses, results of operations, cash flows and financial condition. In addition, public perception of such an actual or apparent conflict of interest could pose reputational risks and expose us to increased scrutiny from investors and regulators.

In connection with the spin-off, we will adopt a written code of conduct that will apply to our directors and executive officers, as well as employees, which will be designed to promote honest and ethical conduct, including the handling of actual or apparent conflicts of interests between personal and professional relationships. See the section entitled "Management-Codes of Conduct and Financial Ethics." The board will also adopt a set of governance principles in connection with the spin-off to assist with governance practices, including a requirement that directors disclose actual or potential conflicts of interest and recuse themselves from discussion and abstain from voting of such matter. See the section entitled "Management-Corporate Governance Guidelines" for additional information on the governance principles. In addition, each of our expected officers and directors are expected to confirm their ongoing obligation to notify management of their outside activities, which will enable management to monitor any potential conflicts of interest, whether with New Corteva or other third parties.

Until the spin-off occurs, Corteva has the sole discretion to change the terms of the spin-off.

Until the spin-off occurs, Corteva will have the sole and absolute discretion to determine and change the terms of the spin-off, including the establishment of the record date and distribution date. These changes could be unfavorable to us. In addition, Corteva may decide at any time not to proceed with the spin-off.

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The spin-off, including certain internal reorganization transactions undertaken by Corteva in connection therewith, will expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal distribution requirements.

Although each of the Corteva board of directors, EIDP board of directors and Vylor board of directors will receive a solvency opinion from an independent appraisal firm as described in the section entitled "The Spin-Off-Conditions to the Distribution," the spin-off, including certain internal reorganization transactions undertaken by Corteva in connection therewith, could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include transfers made or obligations incurred with the actual intent to hinder, delay or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. Any unpaid creditor could claim that Corteva, EIDP or Vylor did not receive fair consideration or reasonably equivalent value in the spin-off or related transactions and that the spin-off or related transactions left Corteva, EIDP or Vylor, as applicable, insolvent, inadequately capitalized or unable to pay its debts as they become due, or that Corteva, EIDP or Vylor intended or believed that it would incur debts beyond its ability to pay such debts as they mature. For example, on September 14, 2026, California, supported by 18 other states, the District of Columbia, Puerto Rico, and 9 political subdivisions, sought leave in the U.S. District Court for the District of South Carolina to file a motion to enjoin the spin-off as a fraudulent transfer. In seeking such leave, California claimed that the spin-off would be voidable as a constructive fraudulent transfer and actual fraudulent transfer under the Uniform Voidable Transactions Act as codified by California. On September 15, 2026, California's motion was denied, and on September 18, 2026 California filed a motion before the U.S. Court of Appeals for the Fourth Circuit requesting that the Fourth Circuit reverse the district court's denial and enjoin the spin-off pending appeal. If a court were to agree with such a plaintiff, then such court could void the spin-off or related transactions as a fraudulent transfer or impose substantial liabilities on us, which could adversely affect our financial condition and our results of operations. Among other things, the court could return to New Corteva or its creditors some of our assets or your shares of Vylor common stock or provide New Corteva or its creditors with a claim for money damages against us in an amount equal to the difference between the consideration received by Corteva and the fair market value of us at the time of the distribution or the related transactions. Additionally, the solvency opinions received by Corteva, EIDP and Vylor will be based on the facts and circumstances known at the time of their issuance. Any subsequent changes to the environmental, litigation or other liabilities allocated to New Corteva in the spin-off could subject us to increased litigation risk, increased reliance on indemnification from New Corteva, or other potential liabilities.

The distribution, the EIDP distribution, the Vylor issuance and the Vylor cash distribution are also subject to review under state corporate distribution statutes. Under the DGCL, a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although Corteva intends to make the distribution out of Corteva's surplus and to receive an opinion that Corteva has adequate surplus under Delaware law to declare the dividend of Vylor common stock in connection with the distribution, there can be no assurance that a court will not later determine that some or all of the distribution was unlawful. Similarly, although EIDP intends to make the EIDP distribution out of EIDP's surplus and to receive an opinion that EIDP has adequate surplus under Delaware law to declare the EIDP distribution, there can be no assurance that a court will not later determine that some or all of the EIDP distribution was unlawful. Additionally, although Vylor intends to make the Vylor issuance and the Vylor cash distribution out of Vylor's surplus and to receive an opinion that Vylor has adequate surplus under Delaware law to declare the Vylor issuance and the Vylor cash distribution, there can be no assurance that a court will not later determine that some or all of the Vylor issuance and the Vylor cash distribution was unlawful.

Risks Related to Vylor Common Stock

We cannot be certain that an active trading market for Vylor common stock will develop or be sustained after the spin-off, and following the spin-off, our stock price may fluctuate significantly.

A public market for Vylor common stock does not currently exist. We cannot guarantee that an active trading market will develop or be sustained for Vylor common stock after the spin-off. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. In addition, we cannot predict the prices at which shares of Vylor common stock may trade after the spin-off.

Similarly, Corteva cannot predict the effect of the spin-off on the trading prices of its common stock. We cannot predict the price at which Vylor common stock will trade after the spin-off. After the distribution of the shares of Vylor common stock, the combined trading prices of Vylor common stock and New Corteva common stock may not equal or exceed the trading price of a share of Corteva common stock immediately prior to the distribution of Vylor common stock. The price at which Vylor common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for Vylor common stock will be determined in the public markets and may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

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Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of Vylor common stock.

A significant number of shares of Vylor common stock may be sold following the spin-off, which may cause our stock price to decline.

Any sales of substantial amounts of shares of Vylor common stock in the public market or the perception that such sales might occur, in connection with the spin-off or otherwise, may cause the market price of Vylor common stock to decline. Upon completion of the spin-off, we expect that we will have an aggregate of approximately 667,196,000 shares of Vylor common stock issued and outstanding. These shares will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), unless the shares are owned by one of our "affiliates," as that term is defined in Rule 405 under the Securities Act.

We are unable to predict whether large amounts of Vylor common stock will be sold in the open market following the spin-off. We are also unable to predict whether a sufficient number of buyers would be in the market at that time. In addition, a portion of Vylor common stock is held by index funds tied to stock indices. If we are not included in these indices at the time of spin-off, these index funds may be required to sell Vylor common stock.

We cannot guarantee the timing, amount or payment of dividends on Vylor common stock in the future.

There can be no assurance that we will have sufficient surplus under Delaware law to be able to pay any dividends. We expect that we will pay a quarterly dividend following the spin-off. However, there can be no assurance we will be able to pay such dividends. The declaration, payment, timing and amount of any dividend will be subject to the sole discretion of our board of directors and will depend upon many factors, including our financial condition and prospects, our capital requirements and access to capital markets, covenants associated with certain of our debt obligations, industry practice, legal requirements and other factors that our board of directors may deem relevant, and there can be no assurances that we will continue to pay a dividend in the future. In addition, there can be no assurance that, after the spin-off, the combined annual dividends, if any, on Vylor common stock and New Corteva common stock will be equal to the annual dividends on Corteva common stock prior to the spin-off. For additional information, see the section entitled "Dividend Policy."

Your percentage of ownership in us may be diluted in the future.

In the future, your percentage ownership in us may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and employees. Our employees may have options to purchase shares of Vylor common stock after the spin-off as a result of conversion of their Corteva stock options (in whole or in part) to our stock options. Such options will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. From time to time, we will issue additional stock-based awards to our employees under our employee benefits plans.

In addition, our amended and restated certificate of incorporation will authorize our board of directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other special rights, including preferences over Vylor common stock with respect to dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Vylor common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or to veto specified transactions. Similarly,

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the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of Vylor common stock. For additional information, see the section entitled "Description of Our Capital Stock."

Certain provisions in our amended and restated certificate of incorporation and bylaws, Delaware law and the transaction agreements we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva) in connection with the spin-off may prevent or delay an acquisition of us, which could decrease the trading price of Vylor common stock.

Our amended and restated certificate of incorporation and bylaws will contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

In addition, following the spin-off, we will be subject to Section 203 of the DGCL. Section 203 of the DGCL provides that, subject to limited exceptions, persons that (without prior approval from our board of directors) acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or its affiliate becomes the holder of more than 15 percent of the corporation's outstanding voting stock.

We believe these provisions will protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if an acquisition proposal or offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in our and our stockholders' best interests. These provisions may also prevent or discourage attempts to remove and replace incumbent directors. See the section entitled "Description of Our Capital Stock" for a more detailed description of these provisions.

Several of the agreements that we expect to enter into with Corteva (which we refer to, after the spin-off, as New Corteva) will require New Corteva's consent to any assignment by us of our rights and obligations, or a change of control of us, under the agreements. The consent rights set forth in these agreements might discourage, delay or prevent a change of control that you may consider favorable. See the section entitled "Our Relationship with New Corteva Following the Spin-Off" for a more detailed description of these agreements and provisions.

In addition, an acquisition or further issuance of our stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e), see the section entitled "Material U.S. Federal Income Tax Consequences of the Spin-Off." Under the Tax Matters Agreement, we would be required to indemnify New Corteva for the tax imposed under Section 355(e) of the Code resulting from an acquisition or issuance of our stock, even if we did not participate in or otherwise facilitate the acquisition, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

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Our amended and restated bylaws will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal actions between us and our stockholders and that the federal district courts of the United States will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or any rules or regulations promulgated thereunder, which could limit our stockholders' ability to obtain a judicial forum viewed by the stockholders as more favorable for disputes with us or our directors, officers or employees.

Our amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated bylaws will also provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or any rules or regulations promulgated thereunder. The choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us or our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisions contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. Our amended and restated bylaws will provide that the exclusive forum provision will not preclude or contract the scope of exclusive federal jurisdiction for actions brought under the Exchange Act or any rules or regulations promulgated thereunder.

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