Opening the filing
8-K
Item 1.01. Entry Into a Material Definitive Agreement.
Agreements with Corteva, Inc.
At 12:03 a.m., New York City time, on October 1, 2026 (the “Effective Time”), Corteva, Inc. (“Corteva”) completed its previously announced separation into two independent, publicly traded companies through the separation (“Separation”) of Corteva’s seed operating segment into an independent, publicly traded company, Vylor Inc. (the “Company”). The Separation was effected through a pro rata distribution of all of the outstanding shares of common stock, par value $0.01 per share, of the Company (“Company common stock”) to holders of common stock, par value $0.01 per share, of Corteva as of the close of business on September 24, 2026 (the “Distribution”).
As a result of the Distribution, the Company became an independent, publicly traded company. Company common stock commenced regular-way trading on the New York Stock Exchange under the symbol “VYLR” on October 1, 2026.
In connection with the Separation, on September 29, 2026, Corteva, the Company and, solely for specified purposes, EIDP, Inc. entered into a Separation and Distribution Agreement, and on October 1, 2026, Corteva and/or certain of its affiliates entered into certain agreements with the Company and/or certain of its affiliates, including each of the following:
Tax Matters Agreement;
The information set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant.
Immediately prior to the Separation, the Company was an indirect wholly owned subsidiary of Corteva. As of the Effective Time, the Company became an independent, publicly traded company, and Corteva has no ownership interest in the Company. The information set forth under Item 1.01 above is incorporated by reference into this Item 5.01 in its entirety.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Effective as of 12:00 a.m., New York City time, on October 1, 2026, the certificate of incorporation of the Company was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and the bylaws of the Company were amended and restated in their entirety (the “Amended and Restated Bylaws”). A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in the Information Statement under the section entitled “Description of Our Capital Stock”, which description is incorporated by reference into this Item 5.03. The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.
Item 5.05 Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
Effective as of the Effective Time, in connection with the Separation, the Board adopted a Code of Conduct for all officers and employees of the Company and a Code of Ethics for Senior Financial Officers applicable to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A description of the Code of Conduct and the Code of Ethics for Senior Financial Officers can be found in the Information Statement under the section entitled “Codes of Conduct and Financial Ethics”, which description is incorporated by reference into this Item 5.05. A copy of each code is available on the Corporate Governance section of the Company’s website at www.vylor.com/en/investors/corporate-governance/. The information on the Company’s website does not constitute part of this current report and is not incorporated by reference.