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Vylor Inc.

10/07/2026 | Press release | Distributed by Public on 10/07/2026 15:22

Asset Transaction, Financial Obligation, Private Placement, Change in Certifying Accountants (Form 8-K)

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At 12:01 a.m., New York City time, on October 1, 2026, in connection with the Separation, the Company issued to EIDP, Inc., a wholly owned subsidiary of Corteva ("EIDP"), 667,302,930 shares of Company common stock (the "New Company Shares"). The New Company Shares were subsequently distributed to Corteva and thereafter distributed in the Distribution. EIDP contributed to the Company 100% of the issued and outstanding shares of capital stock of Pioneer Hi-Bred International, Inc., a wholly-owned subsidiary of the Company ("PHI"), in exchange for (i) New Company Shares, (ii) payment of a cash distribution by the Company to EIDP in an aggregate amount equal to approximately $761 million (subject to certain adjustments) and (iii) the assumption by the Company of a portion of EIDP's $500,000,000 aggregate principal amount of 2.300% Senior Notes due July 2030, $500,000,000 aggregate principal amount of 5.125% Senior Notes due May 2032 and $600,000,000 aggregate principal amount of 4.800% Senior Notes due May 2033 (such senior notes, collectively the "EIDP Notes") in connection with the private offers to exchange any and all of the outstanding EIDP Notes, to the extent held by eligible holders, for new notes of the corresponding series issued by the Company. The New Company Shares were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and in reliance on similar exemptions under applicable state laws.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

As previously disclosed in the Information Statement, the Company entered into (a) a five-year senior unsecured revolving credit facility in an aggregate principal amount equal to $3,000 million (the "Five-Year Revolving Credit Facility") and (b) a 364-day senior unsecured revolving credit facility in an aggregate principal amount equal to $1,500 million (the "364-Day Revolving Credit Facility"). Information about the Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility can be found in the Information Statement under the sections entitled "Description of Material Indebtedness-Credit Facilities-Five-Year Revolving Credit Facility" and "Description of Material Indebtedness-Credit Facilities-364-Day Revolving Credit Facility", which sections are incorporated by reference into this Item 2.03.

As previously disclosed in the Information Statement,PHI entered into a loan facility for up to an aggregate principal amount of $3,500 million with Banco Bilbao Vizcaya Argentaria, S.A. New York Branch on August 26, 2026 (the "PHI Bilateral Facility").

On October 1, 2026, following the Effective Time, PHI borrowed $1,578 million under the Five-Year Revolving Credit Facility and $1,500 million under the 364-Day Revolving Credit Facility. On October 1, 2026, these proceeds from the Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility were used to repay $3,078 million of borrowings under the PHI Bilateral Facility. Following this repayment, on October 1, 2026, the PHI Bilateral Facility ceased to be effective.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 4.01

Changes in Registrant's Certifying Accountant.

On October 1, 2026, the Audit Committee of the Board of Directors of the Company appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending December 31, 2026. PwC was retained by Corteva, the Company's former parent, to audit the combined balance sheets of the Seed Business of Corteva as of December 31, 2025 and 2024, and the related combined statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2025 listed in the index to the financial statements (collectively referred to as the "combined financial statements") included in the Information Statement.

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