Corteva, Inc.

Current report

Risks related to our Proposed Separation

Current report

Corteva is subject to risks related to its plans to separate its seed and crop protection businesses in a spin-off that will result in two standalone public companies, including that the proposed separation may not be completed on the contemplated timeline or at all and may not achieve the intended benefits.

Current report

On October 1, 2025, Corteva announced its intent to separate its seed and crop protection businesses into two standalone, publicly traded companies, in a transaction that is intended to be tax-free spin-off for U.S. federal income tax purposes (the “Proposed Separation”). The Proposed Separation will be subject to the satisfaction of a number of customary conditions, including, among others, the filing and effectiveness of a Form 10 registration statement with the SEC, receipt of a tax opinion from external counsel to the effect that, among other things, the transaction will be a tax-free spin-off, and final approval by Corteva’s Board of Directors. The ultimate timing of the Proposed Separation also requires the readiness of each business to operate as an independent public company and the finalization of the appropriate capital structure for each. The failure to satisfy all of the required conditions for the Proposed Separation, as well as unanticipated developments, could delay, prevent or otherwise adversely affect the Proposed Separation. These potential developments, many of which are outside of Corteva’s control, include, but are not limited to, disruptions in general or financial market conditions, material adverse changes in business or industry conditions, unanticipated costs and potential problems or delays in obtaining various regulatory and tax approvals or clearances, and stakeholder actions or challenges relating to the Proposed Separation or to other aspects of Corteva’s business or strategy.

Current report

Executing the Proposed Separation will require significant time and attention from Corteva’s senior management and employees, which could disrupt Corteva’s ongoing business, negatively impact Corteva’s relationships with employees, suppliers, customers, distributors, licensors and other stakeholders and adversely affect Corteva’s financial results and results of operations. There can be no assurances that Corteva will be able to complete the Proposed Separation on the terms or on the timeline that was announced, if at all, or that the complexities, costs and dis-synergies associated with the Proposed Separation will not exceed expectations. Moreover, although Corteva expects to maintain an investment grade credit rating, a downgrade in Corteva’s rating may lead to increased borrowing costs for Corteva. In addition, there may be increased borrowing costs associated with the re-allocation or taking on of new debt in connection with the Proposed Separation.

Current report

If the Proposed Separation is completed, Corteva may not be able to achieve the full strategic and financial benefits that are expected to result from the Proposed Separation. Following the Proposed Separation, the seed and crop protection businesses will bear the full costs and responsibilities of operating as standalone public companies and will be smaller, less diversified enterprises. As a result, the separated companies may be more exposed to industry-specific risks and changing market conditions than Corteva is today. The Proposed Separation also may prompt existing stockholders to divest holdings that no longer align with their investment objectives, potentially affecting the trading value of each company’s common stock following the Proposed Separation. 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 Proposed Separation not occurred.

Current report

In addition, while it is expected that Corteva will receive a tax opinion from external counsel to the effect that, among other things, the Proposed Separation will be a tax-free spin-off for U.S. federal income tax purposes, any such opinion is not binding on the Internal Revenue Service. Accordingly, the Internal Revenue Service may reach conclusions with respect to the Proposed Separation that are different from the conclusion reached in such opinion. If the Proposed Separation is ultimately determined to be taxable, either Corteva or Corteva’s stockholders could incur significant income tax liabilities.