Corteva launches debt exchange for $1.6B EIDP notes ahead of Oct 2026 seed-business spin-off

In connection with the Exchange Offers and Consent Solicitations described below, Corteva, Inc. (the “Company” or “Corteva”) issued an exchange offer memorandum and consent solicitation statement, dated August 6, 2026 (the “Offering Memorandum”).

The information contained in Exhibit 99.1 is excerpted from the Offering Memorandum that is being made available to the Eligible Holders (as defined below) in connection with the Exchange Offers and Consent Solicitations and includes (i) certain information not previously disclosed by the Company and (ii) the unaudited pro forma financial information of Vylor

Each Exchange Offer and related Consent Solicitation is conditioned upon, among other things, the consummation of the Separation and the receipt, by 5:00 p.m., New York City time, on August 19, 2026, unless extended or earlier terminated with respect to such Exchange Offer and Consent Solicitation, of the Requisite Consents (as defined below) to the Proposed EIDP Base Indenture Amendments (as defined below). Vylor may waive any of the conditions to any Exchange Offer or Consent Solicitation, in whole or in part, at any time, except that the condition relating to the consummation of the Separation may not be waived.

The unaudited pro forma consolidated financial information of Vylor consists of unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2026 and the year ended December 31, 2025 and an unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026, which present Vylor’s combined financial position and results of operations after giving effect to the Separation, the Exchange Offers and the other transactions described therein.

As of October 1, 2026 | Cash and cash equivalents(1) | $ 1,100 | Borrowings (excluding capital lease obligations): | Short-term(2) | $ 3,143 | Long-term(3) | 2,436

Total borrowings (excluding capital lease obligations)

$ 5,579

We currently expect our debt to EBITDA leverage ratio to be approximately 0.8x to 1.1x at December 31, 2026, and in the longer term we are currently targeting a credit profile with a debt to EBITDA leverage ratio not to exceed 2.5x.

As a result of the Separation, we expect to incur approximately $270 million of selling, general and administrative separation-related expenses which have not yet been recognized as of the period presented in the unaudited pro forma consolidated financial information above, primarily related to external third-party advisors, external counsel, bank success fees and tax costs associated with the legal entity separation.

Vylor Inc., a Delaware corporation and its wholly owned subsidiary ("Vylor"), has commenced private offers to exchange (with respect to each series, an "Exchange Offer" and together, the "Exchange Offers") any and all of the outstanding senior notes of the series listed in the table below issued by EIDP, Inc., a Delaware corporation and a wholly owned subsidiary of Corteva ("EIDP" and such notes, collectively, the "EIDP Notes"), to the extent held by eligible holders, for a corresponding series of notes to be newly issued by Vylor (collectively, the "Vylor Notes"). ... The Exchange Offers and Consent Solicitations are being made in connection with the planned Separation. ... Aggregate Principal Amount of EIDP Notes Outstanding ... 2.300% Senior Notes due 2030 ... $ 500,000,000 ... 5.125% Senior Notes due 2032 ... $ 500,000,000 ... 4.800% Senior Notes due 2033 ... $ 600,000,000

As publicly announced by Corteva on July 30, 2026, the Separation is currently expected to be consummated on or about October 1, 2026, subject to satisfaction or waiver of the conditions thereto. ... Each Exchange Offer and Consent Solicitation is conditioned upon, among other things, (i) the consummation of the Separation and (ii) the receipt, by the applicable Early Tender Deadline, of the Requisite Consents to adopt the Proposed EIDP Base Indenture Amendments.

The proposed amendments to the EIDP Base Indenture (the “Proposed EIDP Base Indenture Amendments”) would eliminate substantially all of the restrictive covenants and events of default (other than payment-related and bankruptcy-related events of default) from the EIDP Base Indenture. ... The proposed amendments with respect to each EIDP Supplemental Indenture (the “Proposed EIDP Supplemental Indenture Amendments” and, together with the Proposed EIDP Base Amendments, the “Proposed Amendments”) would eliminate the offer to repurchase upon change of control provisions from the applicable EIDP Supplemental Indenture.

Each Exchange Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on September 3, 2026, unless extended or earlier terminated (such date and time, as they may be extended, the “Expiration Date”). ... Subject to the terms and conditions set forth in the Offering Memorandum, for each $1,000 principal amount of the applicable series of EIDP Notes validly tendered in the applicable Exchange Offer by 5:00 p.m., New York City time, on August 19, 2026, unless extended or earlier terminated with respect to the applicable Exchange Offer and Consent Solicitation (such date and time, as they may be extended, the “Early Tender Deadline”), and not validly withdrawn by the applicable Withdrawal Deadline, each eligible holder of EIDP Notes will be eligible to receive (i) Vylor Notes of the corresponding series in an equal principal amount as such series of EIDP Notes tendered and accepted for exchange and (ii) a cash payment of an amount equal to the product of $2.50 multiplied by a fraction, the numerator of which is the aggregate principal amount of such series of EIDP Notes outstanding as of the applicable Early Tender Deadline and the denominator of which is the aggregate principal amount of such series of EIDP Notes validly tendered by such Early Tender Deadline and not validly withdrawn by the applicable Withdrawal Deadline (the “Cash Consideration” and, together with such amount of Vylor Notes, the “Total Exchange Consideration”). As a result, the applicable Cash Consideration for a series of EIDP Notes will range from $2.50 per $1,000 principal amount (if all eligible holders of such series of EIDP Notes tender) to approximately $5.00 per $1,000 principal amount (if eligible holders of a simple majority of the aggregate principal amount of such series of EIDP Notes tender). ... Eligible holders who validly tender their EIDP Notes after the applicable Early Tender Deadline but on or prior to the Expiration Date will be eligible to receive $970 principal amount of the applicable series of Vylor Notes per $1,000 principal amount of the corresponding series of EIDP Notes validly tendered (the “Exchange Consideration”) but no Cash Consideration.