Corteva (CTVA) 10-K risk factor changes: FY2025 vs FY2024

Risks [removed: Related] [added: related] to [removed: Our Intellectual Property][added: our Proposed Separation]

[removed: If] DuPont or Dow, as applicable, fails to fulfill its obligations or chooses to not enforce the licensed patents, trade secrets or know-how under the Intellectual Property Cross-License Agreements, the company may not be able to prevent competitors from making, using and selling competitive products and services.

These restrictions may make it more difficult, time consuming and/or expensive for Corteva to develop [added: and commercialize certain new products and services, or may result in certain of its products or services being later to market than those of its competitors.]

Risks Related to [removed: The] [added: the Corteva] Separation

In connection with the [added: Corteva] Separation the company has assumed, and agreed to indemnify DuPont and Dow for, certain liabilities.

Pursuant to the Separation Agreement, the Employee Matters Agreement and the Tax Matters Agreement with DuPont and Dow, the company agreed to assume, and indemnify DuPont and Dow for, certain liabilities for uncapped amounts, which may include, among other items, associated defense costs, settlement amounts and judgments, as discussed further in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.

Additionally, the company generally has assumed and is responsible for the payment of its share of (i) certain liabilities of DowDuPont relating to, arising out of or resulting from certain general corporate matters of DowDuPont, (ii) certain liabilities of Historical DuPont relating to, arising out of or resulting from general corporate matters of Historical DuPont and discontinued and/or divested businesses and operations of Historical DuPont, including its [removed: spin-off of] [added: Performance Chemicals spin-off,] Chemours, and (iii) certain separation expenses not otherwise allocated to DuPont or Dow (or allocated specifically to Corteva) pursuant to the Corteva Separation Agreement, and third parties could seek to hold Corteva responsible for DuPont’s or Dow’s share of any such liabilities.

For more information, see Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, and Part I - Item 3 - Legal Proceedings.

Risks related to the satisfaction of these indemnification obligations and temporarily bearing losses may be increased if [removed: DuPont completes the announced spin-off of its] [added: DuPont's] electronics business [added: spin-off, Qnity Electronics, Inc.,] or if other divested businesses of Historical DuPont [added: (including Chemours)] or Historical Dow do not or are unable to cover their liabilities or satisfy their indemnification obligations.

The [added: Corteva] Separation and related transactions may expose Corteva to potential liabilities arising out of state and federal fraudulent conveyance laws

If

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.

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 qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Proposed Separation”).

The Proposed Separation is 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 qualify as a tax-free spin-off, and final approval by Corteva’s Board of Directors.

The ultimate timing of the Proposed Separation will depend on the readiness of each business to operate as an independent public company and the finalization of appropriate capital structures 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, difficulties 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.

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 be significant or 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.

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 a standalone public company and these dis-synergies may exceed expectations.

Moreover, the Seed and Crop Protection businesses will each be smaller, less diversified enterprises, and 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.

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 qualify as a tax-free spin-off for U.S. federal income tax purposes, any such opinion is not binding on the U.S. Internal Revenue Service.

Accordingly, the U.S. 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.

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

As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva 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.

Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials.

In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.

Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, 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 Corteva monitors closely.

Corteva’s environmental policy requires that its operations fully meet or exceed legal and regulatory requirements.

In addition, Corteva 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, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.

Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva 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.

Corteva 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.

Corteva 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 Corteva’s accruals.

Corteva faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its current and former business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits.

Corteva has noted a trend in public and private suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds.

Claims alleging harm to the public and the environment may be brought against Corteva, notwithstanding years of scientific evidence and regulatory determinations supporting the safety of crop protection products.

The litigation involving Monsanto’s Roundup® non-selective glyphosate containing weedkiller products has resulted in negative publicity and sentiment and may lead to similar suits with respect to glyphosate-containing products and/or other established crop protection products.

Claims and allegations that Corteva’s products or products that Corteva manufactures or markets on behalf of third parties are not safe could result in litigation, damage to Corteva’s reputation and have a material adverse effect on Corteva’s business.

It is not possible to predict the outcome of these various proceedings and any potential impact on Corteva.

An adverse outcome in any one or more of these matters may result in losses not fully covered by Corteva's insurance policies, and could be material to Corteva'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 Corteva.

The company, pursuant to the respective Separation Agreements, is entitled to cost sharing and indemnification from Chemours, Dow and DuPont, as applicable, for certain litigation, environmental, workers’ compensation and other liabilities related to its historical operations.

In connection with the recognition of liabilities related to these matters, Corteva records an indemnification asset when recovery is deemed probable.

These estimates of recovery are subject to various factors and developments that could result in differences from future estimates or the actual recovery.

As of December 31, 2024, the indemnification assets pursuant to the Chemours Separation Agreement and the Corteva Separation Agreement are in aggregate $90 million within accounts and notes receivable - net and $423 million within other assets in the company’s Consolidated Balance Sheets.

Any failure by, or inability to pay, these liabilities in line with the indemnification provisions of the Separation Agreements may have a material adverse effect on Corteva and its financial condition and results of operations.

Part I

ITEM 1A.

RISK FACTORS, *continued*

In the ordinary course of business, Corteva may make certain commitments, including representations, warranties and indemnities relating to current and past operations, including those related to divested businesses and issue guarantees of third-party obligations.

If Corteva were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting Corteva’s financial condition and results of operations.

Corteva is dependent on its relationships or contracts with third parties with respect to certain of its raw materials or licenses and commercialization.

Corteva is dependent on third parties in the research, development and commercialization of its products and enters into transactions including, but not limited to, supply agreements, licensing agreements, and manufacturing agreements in connection with Corteva’s business.

The majority of Corteva’s corn hybrids and soybean varieties sold to customers contain biotechnology traits that Corteva licenses from third parties under long-term licenses.

If Corteva loses its rights under such licenses, it could negatively impact Corteva’s ability to obtain future licenses on competitive terms, commercialize new products and generate sales from existing products.

Corteva may elect to out-license its technology, including germplasm.

There can be no guarantee that such out-licensing will not ultimately strengthen Corteva’s competition thereby adversely impacting Corteva’s results of operations.

| | | | [removed: Year] [added: For the Year] Ended December 31, | | | | | | | | | [added: | | | | | | | | | | | | | | |]

| *(In millions)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Income (loss) from continuing operations after income taxes (GAAP) | | | $ | [removed: 863] [added: 1,204] | | $ | [removed: 941] [added: 863] | | $ | [removed: 1,216] [added: 941] | |

| Provision for (benefit from) income taxes on continuing operations | | | [removed: 412] [added: $] | [added: 484] | | [removed: 152] [added: $] | [added: 412] | | [removed: 210] [added: $] | [added: 152] | |

| Income (loss) from continuing operations before income taxes (GAAP) | | | $ | [removed: 1,275] [added: 1,688] | | $ | [removed: 1,093] [added: 1,275] | | $ | [removed: 1,426] [added: 1,093] | |

| Depreciation and amortization | | | [removed: 1,227] [added: 1,203] | | | [removed: 1,211] [added: 1,227] | | | [removed: 1,223] [added: 1,211] | | |

| Interest income | | | [removed: (132)] [added: (136)] | | | [removed: (283)] [added: (132)] | | | [removed: (124)] [added: (283)] | | |

| Interest expense | | | [removed: 233] [added: $] | [added: 180] | | [removed: 233] [added: $] | [added: 233] | | [removed: 79] [added: $] | [added: 233] | |

| Exchange (gains) losses - net | | | [removed: 284] [added: 181] | | | [removed: 397] [added: 284] | | | [removed: 229] [added: 397] | | |

| Non-operating (benefits) costs - net | | | [removed: 174] [added: 39] | | | [removed: 151] [added: 174] | | | [removed: (111)] [added: 151] | | |

| Significant items (benefit) charge | | | [removed: 315] [added: 658] | | | [removed: 579] [added: 315] | | | [removed: 502] [added: 579] | | |

| Operating EBITDA (Non-GAAP) | | | $ | [removed: 3,376] [added: 3,848] | | $ | [removed: 3,381] [added: 3,376] | | $ | [removed: 3,224] [added: 3,381] | |

| | | | [removed: Year] [added: For the Year] Ended December 31, | | | | | | | | | | | | [removed: | | | | | |]

| [removed: *(In] [added: *($ In] millions)* | | | [added: 2025 | | | | | |] 2024 | | | [removed: 2023] | | | [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Restructuring and asset related charges - net | | | $ | [removed: 288] [added: 146] | | $ | [removed: 336] [added: 288] | | $ | [removed: 363 | | | | | | | | |] [added: 336] | |

| Estimated settlement [removed: expense1] [added: expense 2] | | | [removed: 101] [added: —] | | | [removed: 204] [added: 101] | | | [removed: 87] [added: 204] | | | | | | | | | | | |

| Inventory [removed: write-offs2] [added: write-offs 3] | | | [removed: (2)] [added: —] | | | [removed: 7] [added: (2)] | | | [removed: 33] [added: 7] | | | | | | | | | | | |

| Spare parts write-off [removed: 3] [added: 4] | | | — | | | [removed: 12] [added: —] | | | [removed: —] [added: 12] | | | | | | | | | | | |

| (Gain) loss on sale of business, assets and equity [removed: investments2] [added: investments 3,4] | | | [removed: (7)] [added: (37)] | | | [removed: (14)] [added: (7)] | | | [removed: (10)] [added: (14)] | | | | | | | | | | | |

| Seed sale associated with Russia [removed: Exit2,4] [added: Exit 3,5] | | | — | | | [removed: (18)] [added: —] | | | [removed: (3)] [added: (18)] | | | | | | | | | | | |

| Acquisition-related [removed: costs5] [added: costs 6] | | | [removed: 6] [added: —] | | | [removed: 45] [added: 6] | | | [removed: —] [added: 45] | | | | | | | | | | | |

| Employee Retention Credit | | | — | | | [removed: (3)] [added: —] | | | [removed: (9)] [added: (3)] | | | | | | | | | | | |

| AltEn facility remediation charges [added: 7] | | | [removed: —] [added: 37] | | | [removed: 10] [added: —] | | | [removed: 33] [added: 10] | | | | | | | | | | | |

| Total pre-tax significant items (benefit) charge | | | $ | [removed: 315] [added: 658] | | $ | [removed: 579] [added: 315] | | $ | [removed: 502] [added: 579] | | | | | | | | | | |

| Total tax (benefit) provision impact of significant [removed: items7] [added: items 9] | | | [removed: (80)] [added: (153)] | | | [removed: (131)] [added: (80)] | | | [removed: (102)] [added: (131)] | | | | | | | | | | | |

| Tax only significant item (benefit) [removed: charge8] [added: charge 10] | | | [removed: 116] [added: 77] | | | [removed: (45)] [added: 116] | | | [removed: (133)] [added: (45)] | | | | | | | | | | | |

| Total significant items (benefit) charge, after tax | | | $ | [removed: 351] [added: 582] | | $ | [removed: 403] [added: 351] | | $ | [removed: 267] [added: 403] | | | | | | | | | | |

[removed: 1.Consists] [added: 2.Consists] of estimated Lorsban® related charges.

[removed: 2.Incremental] [added: 3.Incremental] (gains) losses associated with activities related to the 2022 Restructuring Actions.

[removed: 3.Incremental loss] [added: 4.Incremental (gains) losses] associated with activities related to the Crop Protection Operations Strategy Restructuring Program.

[removed: 4.Includes] [added: 5.Includes] a benefit of [removed: $18 million and $3] [added: $(18)] million for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively,] [added: 2023,] relating to the sale of seeds already under production in Russia when the decision to exit the country was made and that the company was contractually required to purchase.

It consists of $71 million [removed: and $8 million] of net sales and $53 million [removed: and $5 million] of cost of goods sold for the [removed: years] [added: year] ended December 31, [removed: 2023 and 2022, respectively.][added: 2023.]

[removed: 5.Relates] [added: 6.Relates] to acquisition-related costs, including transaction and third-party integration costs associated with the completed acquisitions of Stoller and Symborg as well as the recognition of the inventory fair value step-up.

See Note [removed: 4] [added: 6] - [removed: Business Combinations,] [added: Supplementary Information,] to the Consolidated [removed: Financials] [added: Financial] Statements, for additional information.

[removed: 6.Includes] [added: 8.Includes] proceeds received related to prior significant items.

[removed: 7.Unless] [added: 9.Unless] specifically addressed above, the income tax effect on significant items was calculated based upon the enacted tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.

[removed: 8.The] [added: The] tax only significant item charge for the year ended December 31, 2024 relates to the establishment of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil (Seed business) in the amount of $120 million, as well as a change in estimate related to intellectual property realignment.

The tax only significant item benefit for the year ended December 31, 2023 relates to the impact of changes to deferred taxes and a tax currency change for legal entities within Switzerland of $(62) million and $(24) million, respectively, as well as adjustments due to intellectual property realignment of $46 million and a change in estimate related to a worthless stock deduction in the U.S. [removed: The tax only significant item benefit for the year ended December 31, 2022 relates to the impact of a change in a U.S. legal entity's tax characterization, resulting in the establishment of deferred taxes, the release of a valuation allowance recorded against the net deferred tax asset position of a legal entity in Brazil (Crop Protection Business) and a worthless stock deduction in the U.S. of $(55) million, $(36) million, and $(42) million, respectively.]

| | | | [removed: Year] [added: For the Year] Ended December 31, | | | | | | | | |

| *(In millions)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning.

All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; the anticipated benefits, impacts, and timing of the Proposed Separation; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized.

Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond the company's control.

While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the company's business, results of operations and financial condition.

Some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the company's products; (ii) failure to successfully develop and commercialize the company's pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company's biotechnology and other agricultural products; (iv) failure to comply with competition and antitrust laws; (v) effect of changes in agricultural and related policies of governments and international organizations; (vi) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vii) effect of climate change and unpredictable seasonal and weather factors; (viii) effect of competition in the company's industry; (ix) competitor’s establishment of an intermediary platform for distribution of the company's products; (x) risks related to recent funding and staff reductions at U.S. government agencies; (xi) risk related to geopolitical and military conflict; (xii) effect of volatility in the company's input costs; (xiii) risks related to the company's global operations; (xiv) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the Corteva Separation; (xvi) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvii) failure of the company's customers to pay their debts to the company, including customer financing programs; (xviii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xix) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xx) increases in pension and other post-employment benefit plan funding obligations; (xxi) risks related to pandemics or epidemics; (xxii) capital markets sentiment towards sustainability matters; (xxiii) the company's intellectual property rights or defense against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) the company's dependence on intellectual property cross-license agreements; and (xxvi) risks related to Corteva's Separation from DowDuPont; and (xxvii) risks related to Corteva’s Proposed Separation, including, but not limited to, whether the objectives of the proposed separation will be achieved; the terms, structure, benefits and costs of any action or transaction resulting from the proposed separation; the timing of any such separation or related action and whether any such separation will be consummated at all; the risk that the proposed separation could divert the attention and time of the company’s management; the risk of any unexpected costs or expenses resulting from the proposed separation process or separation itself; and the risk of any litigation as a result of, or relating to, the Proposed Separation.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business.

Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

A detailed discussion of

some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

Overview

The following is a summary of results from continuing operations for the year ended December 31, 2025:

- The company reported net sales of $17,401 million, an increase of 3 percent versus the year ended December 31, 2024, reflecting a 1 percent increase in price and a 3 percent increase in volume, partially offset by a 1 percent unfavorable currency impact.

- Cost of goods sold ("COGS") totaled $9,172 million, down from $9,529 million for the year ended December 31, 2024, primarily driven by ongoing cost and productivity actions, raw material deflation, lower commodity prices, and a reduction in net royalty expense, with a partial offset from higher volumes.

- Restructuring and asset related charges - net were $146 million, a decrease from $288 million for the year ended December 31, 2024.

The charges for the year ended December 31, 2025 primarily relate to asset related charges, severance and related benefit costs, contract termination charges, and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program.

- Income from continuing operations after income taxes was $1,204 million, as compared to $863 million for the year ended December 31, 2024.

- Operating EBITDA was $3,848 million, up from $3,376 million for the year ended December 31, 2024, primarily driven by volume growth, favorable Seed price and product mix, ongoing cost and productivity benefits and net royalty improvement, partially offset by continued investment in research and development, additional commissions and compensation expense, competitive Crop Protection pricing and unfavorable currency effects.

See page 44 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during the year ended December 31, 2025:

- The company returned approximately $1.5 billion to shareholders during the year ended December 31, 2025 under its previously announced share repurchase programs and through common stock dividends.

- On July 29, 2025, the company's Board of Directors approved an approximately 6 percent increase in the quarterly common stock dividend from $0.17 per share to $0.18 per share.

Priorities

The company believes the following priorities will continue to create significant value for its customers and shareholders over the mid-term:

- Focus on Execution – the company will focus on a value creation framework including: (1) the delivery of top tier technology in our prioritized core markets and crops with a continued focus on differentiation and yield advantage; (2) a continued move towards market share gains in Seed trait out-licensing market; (3) operational improvements focused on driving cost and productivity benefits; and (4) completing the intended separation into two industry-leading public companies in the second half of 2026.

- Deliver Innovation to Farmers, Faster – Corteva aims to deliver greater value and productivity to growers through more differentiated and sustainably advantaged solutions, which in turn promise to strengthen global food security and help farmers address the impacts of climate change.

- Deploy capital with discipline – the company aims to prioritize investment, organic and inorganic growth, and returning cash to shareholders.

Recent Developments

On October 1, 2025, the company 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 a tax-free spin-off for U.S. federal income tax purposes.

Analysis of Operations

Crop Protection Operations Strategy Restructuring Program

On November 5, 2023, management of the company approved a plan to further optimize its Crop Protection network of manufacturing and external partners (the "Crop Protection Operations Strategy Restructuring Program").

The plan includes the exit of the company’s production activities at its site in Pittsburg, California, as well as ceasing operations in select manufacturing lines at other locations.

In October 2024, management of the company amended the Crop Protection Operations Strategy Restructuring Program to include updates to its previous estimates and decommissioning and demolition costs associated with the ceasing of operations, primarily at the Pittsburg, California site.

The company expects to record aggregate pre-tax restructuring and asset related charges of $650 million to $700 million, comprised of $85 million to $105 million of severance and related benefit costs, $320 million to $340 million of asset-related and impairment charges, and $245 million to $255 million of costs related to exiting the company's production activities and ceasing operations (inclusive of decommissioning and demolition costs and contract terminations).

Decommissioning and demolition costs are expensed on an as-incurred basis.

| Settlement costs associated with the Russia Exit2 | | | — | | | — | | | 8 | | | | | | | | | | | |

| Insurance proceeds6 | | | (71) | | | — | | | — | | | | | | | | | | | |

| Fitch Ratings1 | | | A | | | F1 | | | Stable | | |

soybean royalties, while noncurrent assets and liabilities benefited from derivative settlements driven by a weaker Brazilian Real currency.

The change was primarily driven by favorable changes in receivables due to lower Crop Protection sales and higher collections as well as favorable changes in inventories due to higher Seed sales and lower Crop Protection purchases.

Partially offsetting these sources of cash were lower accounts payable driven by higher payments to third-party growers and higher seed production costs and the timing of payments to lenders for providing financing to select customers.

In addition, there were additional

The change was primarily due to the May 2023 Debt Offering and higher borrowings to fund working capital needs, capital spending, dividend payments, share repurchases and to partially fund the Stoller and Symborg acquisitions.

The change was also driven by lower share repurchases.

The change was primarily due to the higher borrowings to fund working capital needs, capital spending, and to partially fund the Stoller and Symborg acquisitions.

The change was also driven by lower payments on related party debt.

operations, financial condition and cash flows.

It is the opinion of the company’s management, however, that the possibility is remote that costs in excess of the range disclosed will have a material impact on the company’s results of operations, financial condition or cash flows.

The company’s estimates of future cash flows are

*Prepaid Royalties*

The company’s Seed segment currently has certain third-party biotechnology trait license agreements, which require up-front and variable payments subject to the licensor meeting certain conditions.

These payments are reflected as other current assets and other assets and are amortized to cost of goods sold as seeds containing the respective trait technology are utilized over the term of the license.

The rate of royalty amortization expense recognized is based on the company’s strategic plans which include various assumptions and estimates including product portfolio, market dynamics, farmer preferences, growth rates and projected planted acres.

Changes in factors and assumptions included in the strategic plans, including potential changes to the product portfolio in favor of internally developed biotechnology, could impact the rate of recognition of the relevant prepaid royalty.

At December 31, 2024, the balance of prepaid royalties reflected in other current assets and other assets was approximately $65 million and $160 million, respectively.

Through June 30, 2024, the prepaid royalties balance largely related to the non-exclusive license in the United States and Canada for the Monsanto Company's Genuity® Roundup Ready 2 Yield® glyphosate tolerance trait and Roundup Ready 2 Xtend® glyphosate and dicamba tolerance trait for soybeans, which was obtained by the company’s wholly owned subsidiary, Pioneer Hi-Bred International, Inc. (“Pioneer”) (“Roundup Ready 2 License Agreement”).

In connection with the departure from these traits in the company's product portfolio in favor of the Enlist E3TM trait platform, beginning January 1, 2020 the company presents and discloses accelerated prepaid royalty amortization expense associated with these prepaid royalties as a component of restructuring and asset related charges - net in the Consolidated Statement of Operations.

The accelerated prepaid royalty amortization expense represents the difference between the rate of amortization based on the revised number of units expected to contain the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® trait technology and the per unit cash rate per the Roundup Ready 2 License Agreement.

As of December 31, 2024, the Enlist E3TM trait platform has grown to 65 percent of our soybean portfolio.

For further discussion of accelerated prepaid royalty amortization, refer to Note 2 - Summary of Significant Accounting Policies, to the Consolidated Financial Statements.

to establish an escrow account ("MOU Escrow Account").

| Purchase obligations1 | | | 2,242 | | | 685 | | | 1,557 | | |

| License agreements2, 3 | | | 207 | | | 46 | | | 161 | | |

| Other liabilities2, 4 | | | 274 | | | 41 | | | 233 | | |

| Total 5 | | | $ | 3,182 | | $ | 872 | | $ | 2,310 | |

As a result of these changes, the company recorded a $939 million decrease in OPEB benefit obligations as of December 31, 2020 with a corresponding prior service benefit within other comprehensive income (loss) for the year ended December 31, 2020.

A substantial amount of the prior service benefit within other comprehensive income (loss) in 2020 was recognized in other income (expense) - net in the Consolidated Statement of Operations during 2021 with the remainder recognized during 2022.

The company does not anticipate making contributions to its principal U.S. pension plan in 2025.

| Balance at December 31, 2022 | | | $ | 512 | |

1.Excludes indemnified remediation obligations.

However, based on existing facts and circumstances, management does not believe that any loss, in excess of amounts accrued, related to remediation activities at any individual site will have a material impact on the financial position, liquidity or results of operations of the company.

*Climate Change*

Continuing political and social attention to climate change and its impacts has resulted in regulatory and market-based approaches to limit greenhouse gas emissions.

The company believes there is a way forward for sustainable climate change mitigation that both enables farmers to meet the demands of a growing population and secures the economic future for the vast majority of the world’s population who depend on agriculture for their livelihoods.

The company continuously evaluates opportunities for existing and new product and service offerings to meet the anticipated demands of climate-smart agriculture

The company’s global operations are exposed to financial market risks relating to fluctuations in foreign currency exchange rates, commodity [removed: prices,] [added: prices] and interest rates.

For additional information on these derivatives and related exposures, see Note [removed: 20] [added: 19] - Financial Instruments, to the Consolidated Financial Statements.

The primary currencies for which the company has an exchange rate exposure are the Brazilian real, Euro, [removed: Swiss franc,] Canadian dollar and Argentine peso.

In addition to the contracts disclosed in Note [removed: 20] [added: 19] - Financial Instruments, to the Consolidated Financial Statements, from time to time, the company may enter into foreign currency exchange contracts to establish with certainty the U.S. [removed: dollar] [added: Dollar] ("USD") amount of future firm commitments denominated in a foreign currency.

The following table illustrates the fair values of outstanding foreign currency contracts at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| *(In millions)* | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | |

| Foreign currency contracts | | | $ | [removed: (33)] [added: (13)] | | $ | [removed: 22] [added: (33)] | | $ | [removed: (460)] [added: (471)] | | $ | [removed: (492)] [added: (460)] | |

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK, *continued*

GMOs in food are regulated by the [added: U.S.] Food and Drug Administration (the “FDA”) under the Federal Food, Drug, and Cosmetic Act (the “FFDCA”).

Pesticides and microorganisms containing GMOs are regulated by the [added: U.S.] Environmental Protection Agency (the “EPA”) pursuant to the Federal Insecticide, Fungicide and Rodenticide Act (the “FIFRA”) and the Toxic Substances Control Act.

When the U.S. Fish and Wildlife Service and the National Marine Fisheries Service add additional listed [removed: specifies,] [added: species,] the EPA may initiate new ESA evaluations.

In addition, Corteva has seen 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 [removed: registrations] [added: 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 failure to receive necessary permits or [removed: approvals] [added: approvals, or the invalidation thereof,] could have near- and long-term effects on Corteva’s ability to produce and sell some current and future products.

[added: breeding and] biotech [added: 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 modification to tolerate higher doses and/or new varieties of herbicides and pesticides as weeds and insects develop resistance.

In addition, government programs that [added: provide financial support or] create incentives for farmers, including those established by the U.S. Farm Bill, [added: can be temporary in nature, or] may be modified or discontinued.

Climate change may also affect the availability and suitability of arable land and contribute to unpredictable shifts in the average growing [removed: season] [added: season, pest pressures] and types of crops produced.

Scrutiny from regulators in the U.S. and abroad may intensify as Corteva’s business presence [removed: grows.][added: grows or as industry concentration increases.]

This scrutiny and related investigations, even [removed: when not resulting in] [added: absent] an enforcement action, may result in damage to a company’s reputation, significant defense expense, as well as become a distraction to management.

Aggressive marketing or pricing by Corteva’s competitors could adversely affect Corteva’s business, results of operations and financial [removed: conditions.][added: condition.]

If a competitor were to successfully establish an intermediary platform for distribution of Corteva’s products, it may disrupt Corteva’s distribution [removed: model and inhibit Corteva’s ability to provide a complete go-to-market strategy covering the direct, dealer and retail channels.][added: model.]

Additionally, Corteva’s ability 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 [removed: the risk that] other countries [removed: may retaliate through] [added: retaliating by purchasing less from] the [added: 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 [removed: policies, including those being evaluated by the Trump administration.][added: policies.]

Although Corteva has operations throughout the world, Corteva’s sales outside the United States in [removed: 2024] [added: 2025] were principally to customers in Brazil, Eurozone countries, and Canada.

Further, Corteva’s largest currency exposures are the Brazilian real, Euro, [removed: Swiss franc,] Canadian dollar and Argentine peso.

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, [removed: geo-political] [added: geopolitical] activity, military conflict, local epidemics or pandemics, weather events and natural disasters could seriously harm Corteva’s operations as well as the operations of its customers and suppliers.

Furthermore, the length of time and the risk associated with the

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 US food prices or creating national or economic security risks.

Recent funding and staff reductions, including at the EPA, the USDA, the FDA and the U.S. Department of Health and Human Services ("HHS"), could hinder our ability to receive timely regulatory approvals.

Corteva’s genetically modified 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.

Corteva’s pesticidal crop protection 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 Corteva’s crop protection products, the EPA is responsible for registering and overseeing the approval and marketing of pesticides, while the USDA and the FDA monitor levels of pesticide residue permitted on or in crops.

See "Part I – Item 1 – Business – Regulatory Considerations" of this report for more 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 and re-registrations.

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.

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.

ITEM 1A.

RISK FACTORS, *continued*

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

As a result of Corteva’s operations, including past operations and those related to divested businesses and discontinued operations of EIDP, Corteva 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.

Corteva also incurs environmental operating costs related to environmental related research and development activities including environmental field and treatment studies as well as toxicity and degradation testing to evaluate the environmental impact of products and raw materials.

In addition, Corteva maintains and periodically reviews and adjusts its accruals for probable environmental remediation and restoration costs.

Corteva expects to continue to incur environmental operating costs since it will operate global manufacturing, 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 Corteva monitors closely.

Corteva’s environmental policy requires that its operations fully meet or exceed legal and regulatory requirements.

In addition, Corteva 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, increase the efficiency of energy use and reduce the generation of persistent, bioaccumulative and toxic materials.

Costs to comply with complex environmental laws and regulations, as well as internal voluntary programs and goals, are significant and Corteva 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.

Corteva 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.

Corteva 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 Corteva’s accruals.

Corteva faces risks arising from various unasserted and asserted litigation matters arising out of the normal course of its current and former business operations, including intellectual property, commercial, product liability, environmental and antitrust lawsuits.

Corteva has noted a trend in public and private suits being filed on behalf of states, counties, cities and utilities alleging harm to the general public and the environment, including waterways and watersheds.

Claims alleging harm to the public and the environment may be brought against Corteva, notwithstanding years of scientific evidence and regulatory determinations supporting the safety of crop protection products.

The litigation involving Monsanto’s Roundup® non-selective

Part I

ITEM 1A.

RISK FACTORS, *continued*

glyphosate containing weedkiller products has resulted in negative publicity and sentiment and may lead to similar suits with respect to glyphosate-containing products and/or other established crop protection products.

Claims and allegations that Corteva’s products or products that Corteva manufactures or markets on behalf of third parties are not safe could result in litigation, damage to Corteva’s reputation and have a material adverse effect on Corteva’s business.

It is not possible to predict the outcome of these various proceedings and any potential impact on Corteva.

An adverse outcome in any one or more of these matters may result in losses not fully covered by Corteva's insurance policies, and could be material to Corteva'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 Corteva.

Competition

The company competes with producers of seed germplasm, trait developers, and crop protection products on a global basis.

The global market for products within the industry is highly competitive and the company believes competition has and will continue to intensify.

Corteva competes based on germplasm and trait leadership, price, quality and cost competitiveness and the offering of a holistic solution.

The company’s key competitors include BASF, Bayer, FMC, Syngenta and ChemChina, as well as companies trading in generic crop protection chemicals and regional seed companies.

Environmental Matters

Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning on page 27; (2) Management's Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 58-60; and (3) Note 2 - Summary of Significant Accounting Policies, and Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

The increase in timelines for regulatory approvals may result in the company not achieving its sustainability targets, or its anticipated returns on research and development investments.

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

In July 2021, the Biden administration issued an executive order promoting competition in the American economy.

The order encouraged further examination and efforts by U.S. regulatory agencies to avoid market concentrations for agricultural inputs, that could challenge the survival of family farms.

The executive order also directs the U.S. Secretary of Agriculture to take action to ensure that the intellectual property system, while still incentivizing innovation, does not also unnecessarily reduce competition in seed and other agricultural input markets beyond what is reasonably contemplated by the U.S. Patent Act and propose strategies for addressing those concerns across intellectual property, antitrust, and other relevant laws.

However, to date, Corteva has not experienced any material financial impact, changes in the competitive environment or impact on business operations from these events.

Further information with respect to these proceedings [added: and their respective resolution] is set forth under [removed: “Bayer Dispute”] [added: "Bayer Disputes"] in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

Further information with respect to litigation matters related to Corteva's current business is set forth under "Federal Trade Commission Investigation" and "Lorsban® Lawsuits" in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

As discussed below and in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, certain of the environmental proceedings and litigation allocated to Corteva as part of the Separation from DuPont relate to the legacy EIDP businesses, including their use of PFOA, which, for purposes of this report, means collectively perfluorooctanoic acid and its salts, including the ammonium salt and does not distinguish between the two forms, and PFAS, which means per- and polyfluoroalkyl substances, including PFOA, PFOS (perfluorooctanesulfonic acid), GenX and other perfluorinated chemicals and compounds ("PFCs").

This [added: PFOA] litigation includes multiple natural resource damage lawsuits across the United States filed by municipalities and alleging PFOA contamination, as well as, lawsuits by four municipalities in the Netherlands alleging contamination of land and groundwater resulting from the emission of PFOA and [removed: GenX by Corteva, DuPont and Chemours.][added: GenX.]

Further information with respect to these proceedings is set forth under “Nebraska Department of Environment and Energy, AltEn Facility” in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

In April 2024, the [removed: U.S. Environmental Protection Agency ("EPA")] [added: EPA] also designated PFOA and PFAS as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA").

Litigation related to Corteva’s current businesses

*Inari Disputes*

On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc. and Inari Agriculture.

N.V. (collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion.

Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then filing a patent for such technologies.

In May 2025, the federal court dismissed Inari’s claims of sham litigation, patent misuse, and state-based deceptive trade practices claims.

This May 2025 order was amended to reinstate Inari’s estoppel defense.

The trial is expected to begin in the second half of 2026.

Corteva resolved its outstanding litigation with Bayer.

*Bay Area Quality Management, Pittsburg Facility*

In December 2025, the Bay Area Quality Management District sent a notice to the company proposing a settlement for allegations of notices of violations from 2010 to 2023 relating to emissions, equipment leaks, monitoring inspections, recordkeeping, and training, at the company’s Pittsburg, California facility.

In March 2025, the EPA and DOJ dismissed the action against Denka and EIDP.

Following the dismissal, a private action mirroring the government’s original claims was filed, as well as adding allegations of violations of the U.S. Resource Conservation and Recovery Act and U.S. Clean Water Act.

In September 2025, the EPA announced its intent to retain the designation of PFOA and PFOS as CERCLA hazardous substances.

Discussions among the parties are ongoing.

filing a patent for such technologies.

In August 2022, Corteva filed a lawsuit against Bayer CropScience LLP and Monsanto Company (collectively “Bayer”) in federal court in Delaware for alleged infringement of Corteva’s patented AAD-1 herbicide resistance technology used in Enlist® corn.

The complaint for this lawsuit was amended to include additional patents that are closely related to this patented technology for soybeans.

Corteva seeks to enjoin Bayer from continuing to infringe, as well as appropriate monetary damages.

Bayer has filed an answer to the complaint and has asserted various affirmative defenses including invalidity.

In August 2023, the court issued a decision adopting Corteva’s claim construction for all five disputed patent terms subject to this litigation.

In December 2023, the Patent Trial and Appeal Board ("PTAB") authorized an Inter Partes Review (“IPR”) proceeding initiated by Bayer to review the patentability of three patents subject to the AAD-1 litigation.

Inari joined the IPR proceeding.

In December 2024, the PTAB issued a decision invalidating these patents on the basis they were unpatentable.

Corteva intends to appeal this decision and Corteva's AAD-1 lawsuit remains stayed during pendency of the IPR appeal.

Corteva holds numerous additional patents covering its Enlist® traits or Enlist® weed control system.

Therefore, the IPR process is not expected to impact our ability to license and protect Enlist E3® traits.

In October 2023, the U.S. Patent and Trademark Office granted an ex parte reexamination of the patent for AAD-1 herbicide resistance technology used in Enlist® corn based upon Inari’s petition for review.

Inari alleges the AAD-1 patent is not patentably distinct from another Corteva patent for maize technology, and therefore not valid unless Corteva files a terminal disclaimer giving up its patent term adjustment for the AAD-1 technology, which would result in the AAD-1 patent expiring in May 2025.

In August 2022, Bayer filed breach of contract/declaratory judgment lawsuit in Delaware state court against Corteva relating to an agrobacterium cross-license agreement and E3® soybeans.

In October 2022, Corteva filed a lawsuit against Bayer in Delaware state court seeking a declaration that, under the terms of Corteva’s licensing agreement and the law, Bayer is not entitled to collect patent royalties on the Roundup Ready® Corn 2 trait after Bayer’s U.S. patent protection expires, and therefore is no longer required to pay royalties under the licensing agreement and entitled to recover relevant royalties paid.

In September 2024, the court granted Bayer’s motion for summary judgment.

Corteva filed its appeal of this decision in October 2024.

Discussions continue between Bayer and Corteva to seek a resolution to these disputes.

In addition to the matters set forth in Note 16 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements, on March 25, 2019, the New Jersey Department of Environmental Protection (“NJDEP”) issued a Statewide PFAS Directive to several companies, including Chemours, DuPont, and EIDP.

The Directive seeks information relating to the use and environmental release of PFAS and PFAS-replacement chemicals at and from two former EIDP sites in New Jersey, Chambers Works and Parlin, and a funding source for costs related to the NJDEP’s investigation of PFAS issues and PFAS testing and remediation.

These discussions, which include potential settlement options, continue.

*New Jersey Directive Pompton Lakes*

On March 27, 2019, the NJDEP issued to Chemours and EIDP a Natural Resource Damages Directive relating to chemical contamination (non-PFAS) at and around EIDP’s former Pompton Lakes facility in New Jersey.

The Directive alleges that this contamination has harmed the natural resources of New Jersey.

It seeks $125,000 as reimbursement for the cost of preparing a natural resource damages assessment, which the State will use to determine the extent of such damage and the amount it expects to seek to restore the affected natural resources to their pre-damage state.

In February 2025, discussions between the parties regarding these claims were temporarily paused so the new U.S. presidential administration may review the designation of PFOA and PFOS as CERCLA hazardous substances.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| EIDP, Inc. | | | [removed: x] [added: o] | | |

| EIDP, Inc. | | | [removed: x] [added: o] | | |

The aggregate market value of voting stock of Corteva, Inc. held by non-affiliates of the registrant (excludes outstanding shares beneficially owned by directors and officers and treasury shares) as of June 30, [removed: 2024] [added: 2025] was [removed: $37.4] [added: $50.6] billion.

As of February [removed: 7, 2025, 685,556,000] [added: 5, 2026, 672,524,000] shares of Corteva, Inc.'s common stock, $0.01 par value, were outstanding.

As of February [removed: 7, 2025,] [added: 5, 2026,] all of EIDP, Inc.’s issued and outstanding common stock, comprised of 200 shares, $0.30 par value per share, is held by Corteva, Inc.

Information pertaining to certain Items in Part III of this report is incorporated herein by reference to portions of Corteva, Inc.'s definitive [removed: 2025] [added: 2026] Annual Meeting Proxy Statement to be filed within 120 days after the end of the year covered by this Annual Report on Form 10-K, pursuant to Regulation 14A (the Proxy).

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| [PART [removed: III](#ia9b32b72a3ad42899d91c7344cdfcc4e_103)] [added: III](#i46860590cf424b89b8159966786b56bb_103)] | | | | | | | | | | | |

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| [removed: [SIGNATURES](#ia9b32b72a3ad42899d91c7344cdfcc4e_130)] [added: [SIGNATURES](#i46860590cf424b89b8159966786b56bb_130)] | | | | | | | | | [removed: [70](#ia9b32b72a3ad42899d91c7344cdfcc4e_130)] [added: [69](#i46860590cf424b89b8159966786b56bb_130)] | | |

| EIDP, Inc. [Financial Statements and Supplementary [removed: Data](#ia9b32b72a3ad42899d91c7344cdfcc4e_265)] [added: Data](#i46860590cf424b89b8159966786b56bb_268)] | | | | | | | | | [removed: F-[69](#ia9b32b72a3ad42899d91c7344cdfcc4e_256)] [added: F-[69](#i46860590cf424b89b8159966786b56bb_259)] | | |

The primary differences between [removed: Corteva] [added: Corteva, Inc.'s] and EIDP's financial statements relate to EIDP's Preferred Stock - $4.50 Series and EIDP's Preferred Stock - $3.50 [removed: Series,] [added: Series;] a related party loan between EIDP and Corteva, Inc. and the associated interest expense for EIDP through its repayment date in the fourth quarter of [removed: 2023,] [added: 2023;] a Master In-House Banking Agreement between EIDP and Corteva, Inc., including certain consolidated subsidiaries, and the associated interest income for [removed: EIDP,] [added: EIDP; EIDP dividends declared to Corteva, Inc. not yet paid;] and the capital structure of [removed: Corteva.][added: Corteva, Inc. (See EIDP Note 1 - Basis of Presentation to EIDP's Consolidated Financial Statements, for additional information for above items).]

The separate EIDP financial statements and footnotes for areas that differ from Corteva, [added: Inc.,] are included within this Annual Report on Form 10-K and begin on page [removed: F-74.][added: F-73.]

Footnotes of EIDP that are identical to that of [removed: Corteva] [added: Corteva, Inc.] are cross-referenced accordingly.

[removed: Part I][added: | [PART I](#i46860590cf424b89b8159966786b56bb_13) | | | | | | | | | | | |]

- "DowDuPont" refers to DowDuPont Inc. and its subsidiaries prior to the [added: Corteva] Separation (as defined [removed: below) of Corteva;][added: below);]

2025

| 1000 N. West Street, Suite 900, | | | Wilmington, | | | Delaware | | | 19801 | | | | | | | | | | | | | | | | | |

| 1000 N. West Street, Suite 900, | | | Wilmington, | | | Delaware | | | 19801 | | | | | | | | | | | | | | | | | |

| [PART II](#i46860590cf424b89b8159966786b56bb_37) | | | | | | | | | | | |

On June 1, 2019, Corteva, Inc. became an independent, publicly traded company trading on the New York Stock Exchange under the ticker symbol "CTVA.” Prior to the Corteva Separation, EIDP was contributed to Corteva, Inc. resulting in Corteva, Inc. owning 100% of the outstanding common stock of EIDP.

On October 1, 2025, the company 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 a tax-free spin-off for U.S. federal income tax purposes.

The company’s Seed segment is a leader in many key seed

The company offers seed and trait technologies that boost resilience to weather, pests, diseases, and herbicides used to manage weeds.

Its digital solutions provide data‑driven insights to help farmers optimize yield and profitability.

As a separate company, the Seed business plans to grow through opportunities in gene editing, biofuels, hybrid wheat, expanded crop offerings, out-licensing, and mergers and acquisitions.

In 2025,

substantially all of the company's branded soybean portfolio offers the Enlist E3® trait, in proprietary Corteva germplasm.

Enlist E3® technology has rapidly become the leading herbicide tolerance trait for soybeans in the United States.

In Brazil, growth in adoption of Conkesta E3® soybean technology is being pursued through licensing.

As a separate company, the Crop Protection business plans to grow through its differentiated, sustainable product offerings, including biologicals, with a focus on operational excellence and disciplined mergers and acquisitions.

| Weed Control | | | ARYLEX®; ENLIST® weed control system; ENLIST ONE™; RINSKOR™; KERB®; QUELEX™; BELKAR®; PACTO®; LOYANT™; GRAZONNEXT® HL; PAXEO®; RESICORE® REV; SPIDER®; COACT®; DURACOR®; GAPPER®; ELEVORE®; FULTIME® NXT; KYBER® PRO; LINEAR®; TORDONULTRA®-S; VERDICT® ULTRA | | |

| Within 5 years | | | 1,100 | | | 2,500 | | |

| 11 to 15 years | | | 1,700 | | | 2,000 | | |

| Total | | | 5,900 | | | 10,200 | | |

Competition

The company competes with producers of seed germplasm, trait developers, and crop protection products on a global basis.

The global market for products within the industry is highly competitive and the company believes competition has and will continue to intensify.

Corteva competes based on germplasm and trait leadership, price, quality and cost competitiveness.

The company’s key competitors include BASF, Bayer, FMC, Syngenta and ChemChina, as well as companies trading in generic crop protection chemicals and regional seed companies.

Environmental Matters

Information related to environmental matters is included in several areas of this report: (1) Environmental Proceedings beginning on page 26; (2) Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 58-59; and (3) Note 2 - Summary of Significant Accounting Policies, and Note 15 - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

2024

___________________________________________________________________________

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | | | | | | | | | | | | |

| 974 Centre Road, | | | Wilmington, | | | Delaware | | | 19805 | | | | | | | | | | | | | | | | | |

| [PART I](#ia9b32b72a3ad42899d91c7344cdfcc4e_13) | | | | | | | | | | | |

| [PART II](#ia9b32b72a3ad42899d91c7344cdfcc4e_37) | | | | | | | | | | | |

Inc. (See EIDP's Note 1 - Basis of Presentation to EIDP's Consolidated Financial Statements, for additional information for above items).

Refer to the EIDP Explanatory Note at page F-68 and EIDP Note 1 – Basis of Presentation, of the EIDP Consolidated Financial Statements, for discussion regarding EIDP’s restatement for the misclassification of intercompany activities between EIDP and Corteva, Inc. within EIDP’s Consolidated Statements of Cash Flows.

EIDP’s parent company, Corteva, has confirmed the misclassification was isolated to EIDP’s standalone financial statements, and did not impact the consolidated financial statements of Corteva, as intercompany transactions are eliminated upon consolidation; nor did the misclassification have any impact on Corteva’s internal control over financial reporting.

ITEM 1.

On June 1, 2019, Corteva, Inc. became an independent, publicly traded company through the completed separation (the “Separation”) of the agriculture business of DuPont de Nemours, Inc. (formerly known as DowDuPont Inc.) (“DuPont” or "DowDuPont").

As a result of the Internal Reorganization (defined below), on May 31, 2019, EIDP was contributed to Corteva, Inc. and, as a result, Corteva, Inc. owns 100% of the outstanding common stock of EIDP.

Internal Reorganizations and Business Separations

Subsequent to the Merger, Historical Dow and EIDP engaged in a series of internal reorganization and realignment steps to realign their businesses into three subgroups: agriculture, materials science and specialty products ("Internal Reorganization").

On April 1, 2019, DowDuPont completed the separation of its materials science business into a separate and independent public company, Dow, Inc.

On April 1, 2019, Historical Dow entities, which held certain assets and liabilities aligned with Historical Dow’s agriculture business and the assets and liabilities associated with its specialty products business, respectively, were transferred and conveyed to DowDuPont.

On April 1, 2019 and May 1, 2019, EIDP’s materials science and specialty products entities, along with their respective assets and liabilities, were conveyed to Dow and DowDuPont, respectively.

On May 2, 2019, DowDuPont conveyed Historical Dow agricultural entities to EIDP.

BUSINESS, *continued*

On May 31, 2019, DowDuPont contributed EIDP to Corteva, Inc. and on June 1, 2019, the Separation was completed.

Corteva, Inc.'s common stock began trading on the New York Stock Exchange under the ticker symbol "CTVA" on June 3, 2019.

Separation Agreements

In connection with their ultimate separation, DuPont, Corteva, and Dow (together, the “Parties” and each a “Party”) have entered into certain agreements to effect the separation, provide for the allocation of DowDuPont’s assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) among the Parties, and provide a framework for Corteva's relationship with Dow and DuPont following the separations.

The Parties entered into the following agreements:

- Tax Matters Agreement - The Parties entered into an agreement effective as of April 1, 2019, as amended on June 1, 2019, that governs their respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

- Employee Matters Agreement - The Parties entered into an agreement effective as of April 1, 2019, that identifies employees and employee-related liabilities (and attributable assets) allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the respective Parties.

- Intellectual Property Cross-License Agreement - Effective as of April 1, 2019 Corteva and Dow, and effective June 1, 2019, Corteva and DuPont, entered into Intellectual Property Cross-License Agreements.

The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Corteva Separation Agreement.

- Letter Agreement - Effective as of June 1, 2019 DuPont and Corteva entered into a Letter Agreement.

The Letter Agreement sets forth certain additional terms and conditions related to the Separation, including certain limitations on each party’s ability to transfer certain businesses and assets to third parties without assigning certain of such party’s indemnification obligations under the Corteva Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions.

The combination of these leading platforms creates one of the broadest portfolios of agriculture solutions in the industry.

The company offers trait technologies that improve resistance to weather, disease, insects, herbicides used to control weeds and enhance food and nutritional characteristics, and digital solutions that assist farmer decision-making to help maximize yield and profitability.

Due to the five-year ramp-up of Enlist E3TM, the company significantly reduced the volume of products with the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits beginning in 2021, with expected minimal use of the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® traits thereafter for the remaining term of the non-exclusive license with the Monsanto Company.

Refer to Prepaid Royalties within the Critical Accounting Estimates section on page 55 for additional information.

| Weed Control | | | ARYLEX®; ENLIST™ weed control system; ENLIST ONE™; BROADWAY™; RINSKOR™; MUSTANG®; GALLANT™; VERDICT®; KERB®; PIXXARO®; QUELEX™; KORVETTO®; REXADE™; GALLERY®; SNAPSHOT®; VIPER®; BELKAR®; WIDEMATCH®; PERFECTMATCH®; CLINCHER®; GARLON™; TORDON®; REMEDY®; PASTAR®; SONIC®; TEXARO®; KEYSTONE®; PACTO®; LIGATE®; DIMENSION®; TOPSHOT®; RICER®; LOYANT™; ROYANT®; JAGUAR®; AGIXATM, NOVIXID®, NOVLECT™; REALM® Q; LONTREL®; GRAZON®; PAXEO®; RESICORE® REV; SPIDER®; STARANETM; SURESTART®; COACT®; SIMPLICITY®; REZUVANT®; PALLAS™; DURACOR®; TOLVERA™; ONDECK®; GAPPER®; ELEVORE®; LADIVA® | | |

Indigenous Peoples Alliance; Growing Asian Impact Network; Latin Network; Pride; Professional Learning Acceleration Network; Veteran’s Network; and Women’s Inclusion Network.

| 11 to 15 years | | | 1,900 | | | 2,600 | | |

| 16 to 20 years | | | 800 | | | 200 | | |

| Total | | | 5,800 | | | 10,600 | | |

ITEM 1C.

CYBERSECURITY

*Risk Management and Strategy.* The company’s risk management programs for cybersecurity are integrated into the company’s enterprise risk management and general compliance programs and processes.

The Governance and Compliance Committee, as part of its oversight for the enterprise risk management program company-wide, reviews [removed: and ensures that] the company’s oversight and governance structure related to company risks, including cybersecurity risks, remains appropriate and that risks are appropriately managed.

[removed: The company’s CIO has over thirty years of information] technology experience, including [removed: ten] [added: 10] years in various information technology leadership roles.

The company’s CISO has over [removed: thirty] [added: 30] years of experience in information security and is a Certified Information Security Manager® (CISM®), a Certified Data Privacy Solutions Engineer™ (CDPSE®), as well as being Certified in Risk and Information Systems Control® (CRISC®).

Both the CIO and CISO regularly report to the Audit Committee, [removed: Board] and [removed: Governance and Compliance Committee,] [added: Board,] on the company’s identification, prevention, detection, mitigation and remediation of cybersecurity risks and incidents.

In [removed: 2024,] [added: 2025,] the Board reviewed the company’s cybersecurity program and maturity assessment, while the Audit Committee provided regular oversight of cybersecurity risks, with cybersecurity discussions and dashboard reviews of key performance indicators and risks at [removed: five] [added: four] committee meetings during the course of the year.

*Risk Management and Strategy.* The company’s risk management programs for cybersecurity are integrated into the company’s enterprise risk management and general compliance programs and processes.

The company’s CIO has over 30 years of information

The company has [removed: 96] [added: 95] production sites in the following geographic regions:

| | | | [removed: Crop Protection] [added: Seed] | | | [removed: Seed] [added: Crop Protection] | | | Total | | |

| Latin America | | | [removed: 13] [added: 8] | | | [removed: 8] [added: 13] | | | 21 | | |

| Asia Pacific | | | [removed: 5] [added: 3] | | | [removed: 3] [added: 5] | | | 8 | | |

| Total | | | [removed: 33] [added: 61] | | | [removed: 63] [added: 34] | | | [removed: 96] [added: 95] | | |

The company is subject to various legal proceedings, including, but not limited to, product liability, intellectual property, antitrust, commercial, property damage, personal injury, environmental and regulatory [removed: inquiries and] matters arising out of the normal course of its current businesses or legacy EIDP businesses unrelated to Corteva’s current businesses but allocated to Corteva as part of the [removed: Separation of] Corteva [added: Separation] from DuPont.

Often these proceedings raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant amounts of [added: the] senior leadership team’s time.

Litigation and other claims, along with regulatory proceedings, against the company could also [removed: have a material adverse effect on] [added: materially adversely affect] its operations, reputation, and/or result in the incurrence of unexpected expenses and liability.

Information regarding certain of these matters is set forth below and in Note [removed: 16] [added: 15] - Commitments and Contingent Liabilities, to the Consolidated Financial Statements.

| North America 1 | | | 38 | | | 7 | | | 45 | | |

| EMEA 2 | | | 12 | | | 9 | | | 21 | | |

Properties are either owned by the company or leased, in such cases typically under a long-term lease.

| North America1 | | | 7 | | | 40 | | | 47 | | |

| EMEA2 | | | 8 | | | 12 | | | 20 | | |

Properties are primarily owned by the company; however, certain properties are leased.

Litigation related to Corteva’s current businesses

*Inari Disputes*

On September 27, 2023, Corteva filed a lawsuit in Delaware federal court against Inari Agriculture, Inc. and Inari Agriculture.

N.V. (collectively “Inari”) asserting claims of Plant Variety Protection infringement, indirect patent infringement, breach of contract, and civil conversion.

Corteva’s lawsuit alleges Inari illegally obtained various varieties of seed technologies from a seed depository and illegally transported them abroad for the purpose of performing gene editing on the technologies and then

The company's common stock is listed on the New York Stock [removed: Exchange, Inc.] [added: Exchange] (symbol: CTVA).

The number of record holders of common stock was approximately [removed: 60,000] [added: 56,000] at February [removed: 7, 2025.][added: 5, 2026.]

During [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the company paid four quarterly dividends on its common stock.

[removed: See the below] [added: The following] table [removed: for] [added: contains] dividend information for each quarter during [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024:]

| Fourth Quarter | | | $ | [removed: 0.17] [added: 0.18] | | $ | [removed: 0.16] [added: 0.17] | |

| Third Quarter | | | [removed: 0.17] [added: 0.18] | | | [removed: 0.16] [added: 0.17] | | |

| Second Quarter | | | [removed: 0.16] [added: 0.17] | | | [removed: 0.15] [added: 0.16] | | |

| First Quarter | | | [removed: 0.16] [added: 0.17] | | | [removed: 0.15] [added: 0.16] | | |

| Total | | | $ | [removed: 0.66] [added: 0.70] | | $ | [removed: 0.62] [added: 0.66] | |

The following table summarizes information with respect to the company's purchase of its common stock during the three months ended December 31, [removed: 2024:][added: 2025:]

1.On November 19, [removed: 2024 and September 13, 2022,] [added: 2024,] Corteva, Inc. announced that its Board of Directors authorized a $3 billion share repurchase program [removed: and $2 billion share repurchase program, respectively,] to purchase Corteva, Inc.'s common stock, par value $0.01 per share, without an expiration date.

The following graph illustrates the cumulative total return to Corteva stockholders since December 31, [removed: 2019.][added: 2020.]

[removed: ![Stock] [added: ![FY 2025 Stock] Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-20241231_g5.jpg)][added: Graph.gif](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-20251231_g5.gif)]

| | | | [removed: 12/31/2019 | | |] 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | | 12/31/2024 | | | [added: 12/31/2025 | | |]

| S&P 500 Chemicals Index | | | $ | 100 | | $ | [removed: 115] [added: 126] | | $ | [removed: 143] [added: 112] | | $ | 124 | | $ | [removed: 135] [added: 124] | | $ | [removed: 132] [added: 122] | |

The chart depicts a hypothetical $100 investment in each of Corteva common stock, the S&P 500 Index and the S&P 500 Chemicals Index as of the closing price on December 31, [removed: 2019] [added: 2020] and illustrates the value of each investment over time (assuming the reinvestment of dividends) until December 31, [removed: 2024.][added: 2025.]

| | | | 2025 | | | 2024 | | |

| October 2025 | | | 1,152,982 | | | $ | 62.88 | | 1,152,982 | | | $ | 2,658 | |

| November 2025 | | | 2,421,790 | | | 65.03 | | | 2,421,790 | | | 2,500 | | |

| December 2025 | | | 1,062,131 | | | 65.88 | | | 1,062,131 | | | 2,430 | | |

| Fourth quarter 2025 | | | 4,636,903 | | | $ | 64.69 | | 4,636,903 | | | $ | 2,430 | |

| Corteva | | | $ | 100 | | $ | 124 | | $ | 155 | | $ | 128 | | $ | 154 | | $ | 183 | |

| S&P 500 Index | | | $ | 100 | | $ | 129 | | $ | 105 | | $ | 133 | | $ | 166 | | $ | 196 | |

| | | | 2024 | | | 2023 | | |

| October 2024 | | | 1,947,630 | | | $ | 58.73 | | 1,947,630 | | | $ | 636 | |

| November 2024 | | | 2,122,899 | | | 63.89 | | | 2,122,899 | | | 3,500 | | |

| December 2024 | | | — | | | — | | | — | | | 3,500 | | |

| Fourth quarter 2024 | | | 4,070,529 | | | $ | 61.42 | | 4,070,529 | | | $ | 3,500 | |

| Corteva | | | $ | 100 | | $ | 133 | | $ | 165 | | $ | 207 | | $ | 171 | | $ | 205 | |

| S&P 500 Index | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 157 | | $ | 197 | |

Part II

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENTS ABOUT FORWARD-LOOKING STATEMENTS

This report contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning.

All statements that address expectations or projections about the future, including statements about the company’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability commitments and strategies; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized.

Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond the company's control.

While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the company's business, results of operations and financial condition.

Some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the company's products; (ii) failure to successfully develop and commercialize the company's pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company's biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in the company's industry; (ix) competitor’s establishment of an intermediary platform for distribution of the company's products; (x) risk related to geopolitical and military conflict; (xi) effect of volatility in the company's input costs; (xii) risks related to the company's global operations; (xiii) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the company's customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) risks related to pandemics or epidemics; (xxi) EIDP's material weakness; (xxii) capital markets sentiment towards sustainability matters; (xxiii) the company's intellectual property rights or defense against intellectual property claims asserted by others; (xxiv) effect of counterfeit products; (xxv) the company's dependence on intellectual property cross-license agreements; and (xxvi) other risks related to the Separation from DowDuPont.

Additionally, there may be other risks and uncertainties that the company is unable to currently identify or that the company does not currently expect to have a material impact on its business.

Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of the company's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

The company disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law.

A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A of this Form 10-K).

Part II

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, *continued*

Overview

The following is a summary of results from continuing operations for the year ended December 31, 2024:

- The company reported net sales of $16,908 million, a decrease of 2 percent versus the year ended December 31, 2023, reflecting a 1 percent decrease in price, and a 3 percent unfavorable currency impact, partially offset by a 2 percent increase in volume.

- Cost of goods sold ("COGS") totaled $9,529 million, down from $9,920 million for the year ended December 31, 2023, primarily driven by favorable currency effects, ongoing cost and productivity actions, Crop Protection raw material deflation and a reduction in Seed royalty expense, with a partial offset from increased commodity prices.

- Restructuring and asset related charges - net were $288 million, a decrease from $336 million for the year ended December 31, 2023.

The charges for the year ended December 31, 2024 primarily relate to asset related charges, severance and related benefit costs, contract termination charges, and decommissioning and demolition costs associated with the Crop Protection Operations Strategy Restructuring Program and non-cash accelerated prepaid royalty amortization expense related to Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® herbicide tolerance traits.

- Income from continuing operations after income taxes was $863 million, as compared to $941 million for the year ended December 31, 2023.

- Operating EBITDA was $3,376 million, down from $3,381 million for the year ended December 31, 2023, primarily driven by competitive Crop Protection pricing and continued investment in Seed research and development, partially offset by Seed pricing gains, the reduction of royalty expense and ongoing cost and productivity actions.

Refer to page 44 for further discussion of the company's Non-GAAP financial measures.

In addition to the financial highlights above, the following events occurred during the year ended December 31, 2024:

- The company returned approximately $1.5 billion to shareholders during the year ended December 31, 2024 under its previously announced share repurchase programs and through common stock dividends.

- On July 29, 2024, the company's Board of Directors approved a 6.25 percent increase in the quarterly common stock dividend from $0.16 per share to $0.17 per share.

Priorities

The company believes the following priorities will continue to create significant value for its customers and shareholders over the mid-term:

- Focus on Execution – the company will focus on a value creation framework and its four key catalysts: (1) the delivery of top tier technology in our prioritized core markets and crops while achieving best-in-class cost performance; (2) a continued move towards Seed royalty neutrality; (3) a continued improvement in our product mix to strengthen focus on differentiation and yield advantage; and (4) operational improvements focused on driving price and productivity improvements.

- Deliver Innovation to Farmers, Faster – Corteva aims to deliver greater value and productivity to growers through more differentiated and sustainably advantaged solutions, which in turn promise to strengthen global food security and help farmers address the impacts of climate change.

- Deploy capital with discipline – the company aims to prioritize investment, growth, M&A opportunities and returning cash to shareholders.

Part II

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, *continued*

Analysis of Operations

As of December 31, [removed: 2024,] [added: 2025,] the company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), together with management, conducted an evaluation of the effectiveness of the company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

There have been no changes in the company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.

As of December 31, [removed: 2024,] [added: 2025,] EIDP's CEO and CFO, together with management, conducted an evaluation of the effectiveness of EIDP's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures [removed: were not] [added: are] effective at the reasonable assurance [removed: level, due to the material weakness described in Management’s Report on Internal Control over Financial Reporting appearing on page F-70.][added: level.]

There have been no changes in EIDP's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, EIDP's internal control over financial reporting.

Part III

The names of our executive officers and their ages, titles, and biographies as of February [removed: 14, 2025] [added: 12, 2026] are set forth below:

Magro,* age [removed: 55,] [added: 56,] was named Chief Executive Officer and Director of Corteva effective November 2021.

He joined Agrium Inc. in 2009 following a productive career with NOVA Chemicals Corp. Mr. Magro has served on the board of directors of Ingredion Inc., a global provider of ingredient solutions to the food and beverage manufacturing [removed: industry] [added: industry,] since May 2022.

Johnson*, age [removed: 58,] [added: 59,] was named Executive Vice President and Chief Financial Officer effective in September 2024.

Prior to joining Corteva, Mr. Johnson served as [removed: Atkore Inc.’s] Chief Financial Officer and Chief Accounting Officer of Atkore Inc. from August 2018 through August 9, 2024, and has more than 30 years of experience in strategic and financial planning, risk assessment, mergers & acquisitions, global tax strategies, international [removed: operations,] [added: operations] and internal controls.

Prior to joining Atkore Inc., Mr. Johnson served in various finance leadership roles at Eaton Corporation from [removed: 1995] [added: 1989] through 2018.

*Judd O’Connor,* age [removed: 54,] [added: 55,] was named Executive Vice President, Seed Business Unit of Corteva, effective December 2024.

Mr. O’Connor has over [removed: 25] [added: 30] years of experience in agriculture and [removed: has] served as the Company’s President for the North America commercial business since July 2022.

Mr. O’Connor held various leadership positions in the Company’s seed business including Vice President of Integrated Operations & Commercial Effectiveness for DuPont Pioneer, Business Director and Vice President for the Pioneer® brand sales [removed: organization, and Business President for DuPont Latin America.][added: organization.]

Prior to joining Corteva, Mr. O’Connor began his career in the crop protection sector with American Cyanamid where he held a number of sales, marketing [added: and leadership positions.]

*Robert King*, age [removed: 54,] [added: 55,] was named Executive Vice President, Crop Protection Business Unit of Corteva effective April 2022.

[added: Further,] Mr. King [removed: currently] serves on the [removed: American Chemistry] [added: Dean’s] Council [removed: Board of Directors and is on the] [added: for] Texas Tech [added: University's] College of [removed: Engineering Dean’s Council.][added: Engineering.]

*Dr. Samuel Eathington*, age [removed: 56,] [added: 57,] was named Executive Vice President, Chief Technology and Digital Officer of Corteva effective April 2022, where he is responsible for leading the company’s global research and development organization, building and expanding its industry-leading pipeline, and overseeing all aspects of Corteva’s digital farming strategy and investments.

*Audrey Grimm*, age [removed: 44,] [added: 45,] was named Senior Vice President and Chief People Officer of Corteva effective [removed: January 2025.][added: March 2022.]

*Brian Titus*, age [removed: 52,] [added: 53,] was named Vice President, Controller and Principal Accounting Officer of Corteva effective May 2019.

[removed: Prior to] joining DuPont’s corporate accounting group in 2010, he spent 14 years in public accounting, primarily with PricewaterhouseCoopers LLP, providing audit and transactional support services.

He was also recently named Chair of the Board of Directors for CropLife International, effective January 1, 2026.

He previously served as Regional President for DuPont Latin America and was based in Sao Paulo, Brazil.

Mr. King is a highly experienced specialty chemicals and agriculture industry executive with experience leading teams in the U.S., Canada, China, and the U.K. and a long track record of leading transformational improvements growing shareholder value through operational excellence.

Mr. King currently serves on the Board of Directors of the American Chemistry Council, on the Executive Committee of AgriNovus Indiana, and represents Corteva on the Indianapolis Chamber of Commerce.

*Jennifer A.

Johnson*, age 51, was named Senior Vice President, Chief Legal Officer, effective September 15, 2025 and Corporate Secretary as of January 1, 2026.

As of December 8, 2025, she provides oversight of the Company’s public affairs function.

Prior to joining Corteva, Dr. Johnson served as the Executive Vice President, General Counsel and Corporate Secretary of International Flavors & Fragrances Inc. (“IFF”) from February 2021 to July 2025.

Prior to joining IFF, Dr. Johnson held various roles at DuPont where she was associate general counsel for the nutrition and biosciences business from 2019 to February 2021.

During her career at DuPont, she held various legal leadership roles supporting its commercial and intellectual property teams, including with the company’s seed business.

Prior to joining DuPont in 2013, Dr. Johnson was a partner at the global intellectual property law firm, Finnegan, Henderson, Farabow, Garrett & Dunner, L.L.P. Dr. Johnson earned a Ph.D. in plant biology and a bachelor of science degree in genetics and plant biology from the University of California, Berkeley, and a juris doctorate from the University of Washington.

Prior to

Part III

and leadership positions.

He serves on the board of directors for CropLife America and America’s Cultivation Corridor, where he is past Chair of the Board.

He has previously served on the board of directors for the Greater Des Moines Partnership.

Mr. King is a highly experienced executive in the specialty chemicals and agriculture industry.

*Cornel B.

Fuerer*, age 58, was named Senior Vice President, General Counsel and Secretary of Corteva effective May 2019, where he is responsible for legal, compliance, and public affairs.

Mr. Fuerer previously served as General Counsel of the agriculture division of DowDuPont Inc. since June 2018 and prior to that served as Associate General Counsel supporting the agriculture division of DowDuPont after their merger in September 2017.

From 2013 to 2017, he served as Associate General Counsel of DuPont with responsibility for the legal affairs of DuPont’s agriculture business and from 2012 to 2013 he served as the Corporate Secretary of DuPont.

From 2007 to 2012, Mr. Fuerer served as the Vice President, General Counsel and Company Secretary of Solae, a food ingredients joint venture between DuPont and Bunge.

After joining DuPont in 1995 as an attorney in Geneva, Switzerland, he served in various legal roles in Hong Kong and Wuppertal, Germany until his appointment at Solae in 2007.

Ms. Grimm previously served as Senior Vice President and Chief Human Resources and Diversity Officer of Corteva since March 2022.

[removed: Except as otherwise set forth below, information with respect] [added: Information relating] to [removed: this item] [added: executive compensation and the company's equity compensation plans] is incorporated herein by reference to the [removed: Definitive] [added: definitive] Proxy [removed: Statement,] [added: Statement for the 2026 Annual Meeting of Stockholders of Corteva, Inc.,] including information within "Compensation Discussion and Analysis," "Compensation of Executive Officers, "Director Compensation," "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report."

As discussed in the EIDP Explanatory Note at page F-68 and EIDP Note 1 – Basis of Presentation, of the EIDP Consolidated Financial Statements, EIDP’s Consolidated Statements of Cash Flows were required to be restated for the misclassification of

Part III

intercompany activities between EIDP and Corteva, Inc. Corteva, as EIDP’s parent company, has confirmed the misclassification was isolated to EIDP’s standalone financial statements, and did not impact the consolidated financial statements of Corteva, as intercompany transactions are eliminated upon consolidation; nor did the misclassification have any impact on Corteva’s internal control over financial reporting.

Therefore, it had no impact on any financial reporting measures utilized by Corteva within its incentive-based compensation programs.

EIDP does not maintain standalone incentive-based compensation programs based upon EIDP financial reporting measures, nor does EIDP grant equity-based awards to its executives.

Therefore, there was no erroneously awarded compensation subject to recovery as a result of EIDP's restatement.

Information with respect to beneficial ownership of Corteva, Inc. common stock by each director, executive officer, and all directors and executive officers of the Company as a group is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information relating to any person who beneficially owns in excess of 5 percent of the total outstanding shares of Corteva, Inc. common stock is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to compensation plans under which equity securities are authorized for issuance is contained in the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of Corteva, Inc. and is incorporated herein by reference.

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders of Corteva, Inc., including information within the sections entitled, "Certain Relationships and Related Transactions", and "Director Independence."

Information with respect to this Item is incorporated herein by reference to the definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meetings of Stockholders of Corteva, Inc., including information within the section entitled, “Ratification of Independent Registered Public Accounting Firm.”

[removed: 1.Corteva] [added: 1.Corteva, Inc.] Financial Statements (See the Index to the Consolidated Financial Statements on page F-1 of this report).

[removed: 2.Corteva] [added: 2.Corteva, Inc.] Financial Statement Schedule (presented below)

[removed: 3.EIDP] [added: 3.EIDP, Inc.] Financial Statements (Starting on page [removed: F-74] [added: F-73] of this report).

[removed: 4.EIDP] [added: 4.EIDP, Inc.] Financial Statement Schedule (presented below)

Schedule II—Valuation and Qualifying Accounts (Corteva, Inc. and [removed: EIDP)][added: EIDP, Inc.)]

| [added: *(In Millions)*] | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Balance at beginning of period | | | $ | [removed: 205] [added: 179] | | $ | [removed: 194] [added: 205] | | $ | [removed: 210] [added: 194] | |

| Additions charged to expenses | | | [removed: 55] [added: 132] | | | [removed: 24] [added: 55] | | | [removed: 3] [added: 24] | | |

| Deductions from [removed: reserves1] [added: reserves 1] | | | [removed: (81)] [added: (70)] | | | [removed: (13)] [added: (81)] | | | [removed: (19)] [added: (13)] | | |

| Balance at end of period | | | $ | [removed: 179] [added: 241] | | $ | [removed: 205] [added: 179] | | $ | [removed: 194] [added: 205] | |

| Balance at beginning of period | | | $ | [removed: 510] [added: 666] | | $ | [removed: 342] [added: 510] | | $ | [removed: 366] [added: 342] | |

| Additions [removed: charged] to [removed: expenses] [added: reserves 2] | | | [removed: 301] [added: 283] | | | [removed: 225] [added: 301] | | | [removed: 87] [added: 225] | | |

| Purchase accounting adjustments | | | — | | | [removed: 8] [added: —] | | | [removed: —] [added: 8] | | |

| Deductions from [removed: reserves2] [added: reserves 3] | | | [removed: (145)] [added: (62)] | | | [removed: (65)] [added: (145)] | | | [removed: (111)] [added: (65)] | | |

| Balance at end of period | | | $ | [removed: 666] [added: 887] | | $ | [removed: 510] [added: 666] | | $ | [removed: 342] [added: 510] | |

[removed: Deductions] [added: 1.Deductions] include write-offs, recoveries collected and currency translation adjustments.

[removed: Deductions] [added: 3.Deductions] include amounts recorded to [removed: Other Comprehensive Income] [added: other comprehensive income] and currency translation adjustments.

| [2.1](https://www.sec.gov/Archives/edgar/data/1755672/000119312519106808/d615112dex21.htm) | | | | | | Separation and Distribution Agreement by and among [removed: DuPont] [added: DowDuPont] Inc., Dow Inc. and Corteva, Inc. (incorporated by reference to Exhibit No. 2.1 to Amendment 3 to Corteva’s Registration Statement on Form 10 (Commission file number 001-38710), filed on April 16, 2019). | | |

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1755672/000119312519163314/d753864dex31.htm)] [added: [3.1](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001755672/000175567224000010/ctva-20240426.htm)] | | | | | | Amended and Restated Certificate of Incorporation of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on [removed: June 3, 2019).] [added: May 2, 2024).] | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567219000022/textofamendment.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1755672/000119312522310161/d768701dex31.htm)] | | | | | | Amended and Restated Bylaws of Corteva, Inc. (incorporated by reference to Exhibit No. 3.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710), filed on [removed: October 10, 2019).] [added: December 21, 2022).] | | |

| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/30554/000119312517274840/d438565dex31.htm)] [added: [3.3](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001755672/000175567223000011/ctva-20230331.htm)] | | | | | | Amended and Restated Certificate of Incorporation of EIDP, Inc. (incorporated by reference to Exhibit No. 3.3 to Corteva’s and EIDP’s Quarterly Report on Form 10-Q (Commission file numbers 001-38710 and 001-00815), filed on May 4, 2023) | | |

2.Additions include currency translation adjustments.

4.Exhibits

*(Dollars in millions)*

1.

2.

5.Exhibits

| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex103.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm)] | | | | | | Form of Award Terms for [removed: Options] [added: Restricted Stock Units] granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. [removed: grantees (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 7, 2020).] [added: grantees.] | | |

| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex104.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1755672/000119312520287000/d826078dex43.htm)] | | | | | | Form of [removed: Award Terms for] Performance Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. [removed: grantees (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 5, 2022).] [added: grantees.] | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1755672/000119312520287000/d826078dex43.htm)] [added: 10.25] | | | | | | Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (incorporated by reference from Exhibit 4.3 to Corteva’s Registration Statement on Form S-8 (Commission file number 333-249887), filed November 5, 2020). | | |

| [removed: [19](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex19.htm)] [added: [19](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-12312025xex19.htm)] | | | | | | Corteva Insider Trading Policy | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-12312025xex21.htm)] | | | | | | Subsidiaries of the Registrant. | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-12312025xex231.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - Corteva, Inc. | | |

| [removed: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-12312024xex232.htm)] [added: [23.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-12312025xex232.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP - EIDP, Inc. | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/corteva-12312025xex311.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Executive Officer. | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/corteva-12312025xex312.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of the company’s and EIDP’s Principal Financial Officer. | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/corteva-12312025xex321.htm)] | | | | | | Section 1350 Certification of the company’s and EIDP’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended. | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/corteva-12312024xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/corteva-12312025xex322.htm)] | | | | | | Section 1350 Certification of the company’s and EIDP’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended. | | |

| [removed: February 14, 2025] | | | [added: 2025] | | | | | | [added: | | | | | |]

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Gregory R. Page | | | | | | Non-Executive Chairman of the Board of Directors and Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Lamberto Andreotti | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ David C. Everitt | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Klaus A. Engel | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Michael O. Johanns | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Janet P. Giesselman | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Karen H. Grimes | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Marcos M. Lutz | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Nayaki R. Nayyar | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Kerry J. Preete | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Patrick J. Ward | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ David P. Johnson | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ Charles V. Magro | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| /s/ David P. Johnson | | | | | | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | | | | | | February [removed: 14, 2025] [added: 12, 2026] | | |

| [Management's Reports on Responsibility for Financial Statements and Internal Control over Financial [removed: Reporting](#ia9b32b72a3ad42899d91c7344cdfcc4e_136)] [added: Reporting](#i46860590cf424b89b8159966786b56bb_136)] | | | [removed: F-[2](#ia9b32b72a3ad42899d91c7344cdfcc4e_136)] [added: F-[2](#i46860590cf424b89b8159966786b56bb_136)] | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ia9b32b72a3ad42899d91c7344cdfcc4e_139) 238[)](#ia9b32b72a3ad42899d91c7344cdfcc4e_139)] [added: ID](#i46860590cf424b89b8159966786b56bb_139) 238[)](#i46860590cf424b89b8159966786b56bb_139)] | | | [removed: F-[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_139)] [added: F-[3](#i46860590cf424b89b8159966786b56bb_139)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)[,] [added: 2025, 2024,] and [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)2] [added: 2023](#i46860590cf424b89b8159966786b56bb_142)] | | | [removed: F-[5](#ia9b32b72a3ad42899d91c7344cdfcc4e_142)] [added: F-[5](#i46860590cf424b89b8159966786b56bb_142)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)[,] [added: 2025, 2024,] and [removed: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)22] [added: 2023](#i46860590cf424b89b8159966786b56bb_145)] | | | [removed: F-[6](#ia9b32b72a3ad42899d91c7344cdfcc4e_145)] [added: F-[6](#i46860590cf424b89b8159966786b56bb_145)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_148) [and 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)23] [added: 2025 and 2024](#i46860590cf424b89b8159966786b56bb_148)] | | | [removed: F-[7](#ia9b32b72a3ad42899d91c7344cdfcc4e_148)] [added: F-[7](#i46860590cf424b89b8159966786b56bb_148)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)[,] [added: 2025, 2024,] and [removed: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)22] [added: 2023](#i46860590cf424b89b8159966786b56bb_154)] | | | [removed: F-[8](#ia9b32b72a3ad42899d91c7344cdfcc4e_154)] [added: F-[8](#i46860590cf424b89b8159966786b56bb_154)] | | |

| [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[4](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[, 202](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[3](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)[,] [added: 2025, 2024,] and [removed: 20](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)22] [added: 2023](#i46860590cf424b89b8159966786b56bb_157)] | | | [removed: F-[9](#ia9b32b72a3ad42899d91c7344cdfcc4e_157)] [added: F-[9](#i46860590cf424b89b8159966786b56bb_157)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ia9b32b72a3ad42899d91c7344cdfcc4e_163)] [added: Statements](#i46860590cf424b89b8159966786b56bb_163)] | | | [removed: F-[10](#ia9b32b72a3ad42899d91c7344cdfcc4e_163)] [added: F-[10](#i46860590cf424b89b8159966786b56bb_163)] | | |

Management assessed the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013)*.

Based on its assessment and those criteria, management concluded that the company maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their report, which is presented on the following pages.

![DJ] [added: Signature.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-20251231_g6.jpg)![DJ] Signature [removed: B&W.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000005/ctva-20241231_g7.jpg)][added: B&W.jpg](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-20251231_g7.jpg)]

We have audited the accompanying consolidated balance sheets of Corteva, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, [added: of] comprehensive income (loss), [added: of] equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15 (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

| [10.19](https://www.sec.gov/Archives/edgar/data/1755672/000175567225000017/njstatewidesettlementjco.htm) | | | | | | Judicial Consent Order between The State of New Jersey and The Chemours Company, DuPont de Nemours, Inc., together with Corteva, Inc. and EIDP, Inc. | | |

| [10.20](https://www.sec.gov/Archives/edgar/data/1755672/000175567226000004/ctva-12312025xex1020.htm) | | | | | | Letter Agreement, effective November 1, 2025, between DuPont de Nemours, Inc., Corteva, Inc., and Qnity Electronics, Inc. | | |

| [10.22](https://www.sec.gov/Archives/edgar/data/1755672/000119312521106971/d159355dex101.htm) | | | | | | Form of Award Terms of Options granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for .U.S. grantees. | | |

| February 12, 2026 | | | | | | | | |

| February 12, 2026 | | | | | | | | |

February 12, 2026

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 12, 2026

| Separation costs | | | 35 | | | — | | | — | | | | | | | | |

| Balance at December 31, 2025 | | | $ | 7 | | $ | 27,001 | | | | | $ | (67) | | $ | (2,797) | | $ | 242 | | $ | 24,386 | |

As of December 31, 2025, a further 10 percent deterioration in the official Peso to USD exchange rate

The company’s reporting units are Seed and Crop Protection.

If a hedged transaction

The company adopted this guidance on a prospective basis and has included enhanced income tax related disclosures in Note 7 - Income Taxes, to the Consolidated Financial Statements.

In January 2025, the FASB subsequently issued ASU

| EMEA 2 | | | 1,560 | | | 1,581 | | | 1,622 | | |

| EMEA 2 | | | 1,550 | | | 1,543 | | | 1,745 | | |

| Charges to income from continuing operations | | | 11 | | | 13 | | | 60 | | | 66 | | | 150 | | |

| Payments | | | (49) | | | — | | | (52) | | | (12) | | | (113) | | |

| Asset write-offs | | | — | | | (13) | | | — | | | — | | | (13) | | |

The year ended December 31, 2025 includes a charge related to the Bayer resolution offset by the receipt of insurance proceeds.

During the second quarter of 2024, the company's previously-restricted cash in the Water District Settlement Fund, which was established by Corteva, EIDP, Inc., DuPont and Chemours in September 2023 under the Nationwide Water District Settlement, was released.

The table below provides the updated disclosure requirements of ASU 2023-09, which was adopted on a prospective basis for the year ended December 31, 2025.

See Note 3 - Recent Accounting Guidance, to the Consolidated Financial Statements, for a description of the relevant disclosure requirements.

| *($ In millions)* | | | $ | | | % | | | | | | | | |

| U.S. Federal statutory tax rate | | | $ | 354 | | 21.0 | | % | | | | | | |

| State and local income tax, net of federal (national) income tax effect 1 | | | 5 | | | 0.3 | | % | | | | | | |

| Foreign tax effects | | | | | | | | | | | | | | |

| Statutory tax rate differential | | | (17) | | | (1.0) | | % | | | | | | |

| Withholding tax | | | 18 | | | 1.1 | | % | | | | | | |

| Exchange gains/losses | | | (31) | | | (1.8) | | % | | | | | | |

| Changes in valuation allowances | | | 73 | | | 4.3 | | % | | | | | | |

| Withholding tax | | | 37 | | | 2.2 | | % | | | | | | |

| Changes in valuation allowances 2 | | | 153 | | | 9.1 | | % | | | | | | |

| Other | | | (4) | | | (0.2) | | % | | | | | | |

| *India* | | | | | | | | | | | | | | |

| Statutory tax rate differential | | | 17 | | | 1.0 | | % | | | | | | |

| Agriculture exemption | | | (41) | | | (2.4) | | % | | | | | | |

| Withholding tax | | | 31 | | | 1.8 | | % | | | | | | |

| Other | | | 1 | | | 0.1 | | % | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| [10.21](https://www.sec.gov/Archives/edgar/data/30554/000175567220000014/corteva-3312020xex105.htm) | | | | | | Form of Award Terms for Restricted Stock Units granted under the Corteva, Inc. 2019 Omnibus Incentive Plan for U.S. grantees (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report Form 10-Q (Commission file number 001-38710) filed May 5, 2022). | | |

| [10.22](https://www.sec.gov/Archives/edgar/data/1755672/000119312521106971/d159355dex101.htm) | | | | | | Form of Special CFO RSU Agreement (incorporated by reference from Exhibit 10.1 to Corteva’s Current Report on Form 8-K (Commission file number 001-38710) filed April 6, 2021). | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ Rebecca B. Liebert | | | | | | Director | | | | | | February 14, 2025 | | |

| Rebecca B. Liebert | | | | | | | | | | | | | | |

EIDP, Inc.

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 14, 2025 | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 14, 2025

February 14, 2025

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Escrow funding associated with acquisitions | | | — | | | — | | | (36) | | | | | |

| Balance at January 1, 2022 | | | $ | 7 | | $ | 27,751 | | | | | $ | 524 | | $ | (2,898) | | $ | 239 | | $ | 25,623 | |

| 4 | | | [Business Combinations](#ia9b32b72a3ad42899d91c7344cdfcc4e_175) | | | F-[18](#ia9b32b72a3ad42899d91c7344cdfcc4e_175) | | |

During the fourth quarter of 2023, the company made the decision, which was retrospectively applied, to adjust the presentation of the Consolidated Statement of Cash Flows to separately present the cash provided by (used for) operating activities – discontinued operations, which was previously presented within cash provided by (used for) operating activities.

Statements).

carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is required.

Changes in the fair values of derivative

Prepaid Royalties

The company currently has certain third-party biotechnology trait license agreements, which require up-front and variable payments subject to the licensor meeting certain conditions.

These payments are reflected as other current assets and other assets in the Consolidated Balance Sheets and are amortized to cost of goods sold in the Consolidated Statement of Operations as seeds containing the respective trait technology are utilized over the life of the license.

The rate of royalty amortization expense recognized is based on the company’s strategic plans which include various assumptions and estimates including product portfolio, market dynamics, farmer preferences, growth rates and projected planted acres.

Changes in factors and assumptions included in the strategic plans, including potential changes to the product portfolio in favor of internally developed biotechnology, could impact the rate of recognition of the relevant prepaid royalty.

At December 31, 2024, the balance of prepaid royalties reflected in other current assets and other assets in the Consolidated Balance Sheets was approximately $65 million and $160 million, respectively.

The company’s historical expectation was that the technology

The accelerated prepaid royalty amortization expense represented the difference between the rate of amortization based on the revised number of units expected to contain the Roundup Ready 2 Yield® and Roundup Ready 2 Xtend® trait technology and the variable cash rate per the Roundup Ready 2 License Agreement.

The current portion of uncertain income tax

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.

The amendments in this ASU are intended to facilitate consistency in the application of accounting guidance upon the formation of entities qualifying as joint ventures.

It generally requires the use of business combinations accounting at the joint venture formation date, which would result in the contributed assets/liabilities being revalued to fair value and potentially result in the recognition of goodwill and other intangibles on the joint venture’s financial statements.

It does not alter the ongoing accounting for the joint venture’s operations.

This guidance is effective for joint ventures with formation dates on or after January 1, 2025.

Prospective application is required, with early adoption permitted.

F-82

F-84