Corteva Inc

Item 1A. RISK FACTORS

Except for the risk factor set forth below, there have been no material changes in the company's risk factors discussed in Part I, Item 1A, Risk Factors, in the company's most recently filed 2024 Annual Report.

Risks Related to our Industry

Recent funding and staff reductions, including at the EPA, the U.S. Department of Agriculture (USDA), the U.S. Food and Drug Administration (FDA), and the U.S. Department of Health and Human Services ("HHS"), coas well as the current shutdown of the federal government, could hinder our ability to receive timely regulatory approvals.

Cortevas 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. Cortevas 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 Cortevas 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 in our Annual Report for more information on the regulation of our business.

Significant staff or funding reductions m, 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 these agencies may extend trelevant 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.

Risks related to our Proposed Separation

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 be tax-free spin-off for U.S. federal income tax purposes (the Proposed Separation). The Proposed Separation will be subject to the time it takes to commercialize our products, tsatisfaction of a number of customary conditions, including, among others, the filing and effectiveness of a Form 10 registration statement with the SEC, receipt of a tax opinion from external counsel to the effect that, among other things, the transaction will be a tax-free spin-off, and final approval by Cortevas Board of Directors. The ultimate timing of the Proposed Separation also requires the readiness of each business to operate as an independent public company and the finalization of the appropriate capital structure for each. The failure to satisfy all of the required conditions for the Proposed Separation, as well as unanticipated developments, could delay, prevent or otherwise adversely affect the Proposed Separation. These potential developments, many of which are outside of Cortevas

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control, include, but are not limited to, disruptions in general or financial market conditions, material adverse chereby having a material adanges in business or industry conditions, unanticipated costs and potential problems or delays in obtaining various regulatory and tax approvals or clearances, and stakeholder actions or challenges relating to the Proposed Separation or to other aspects of Cortevas business or strategy. 

Executing the Proposed Separation will require significant time and attention from Cortevas senior management and employees, which could disrupt Cortevas ongoing business, negatively impact Cortevas relationships with employees, suppliers, customers, distributors, licensors and other stakeholders and adverse effect oly affect Cortevas financial results and results of operations. There can be no assurances that Corteva will be able to complete the Proposed Separation our business, resuln the terms or on the timeline that was announced, if at all, or that the complexities, costs and dis-synergies associated with the Proposed Separation will not exceed expectations. Moreover, although Corteva expects to maintain an investment grade credit rating, a downgrade in Cortevas 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 oand responsibilities of operations, anng as standalone public companies and will be smaller, less diversified enterprises. As a result, the separated companies may be more exposed the valo 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 our intellectual property.

each companys 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 Cortevas 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 be a tax-free spin-off for U.S. federal income tax purposes, any such opinion is not binding on the Internal Revenue Service. Accordingly, the Internal Revenue Service may reach conclusions with respect to the Proposed Separation that are different from the conclusion reached in such opinion. If the Proposed Separation is ultimately determined to be taxable, either Corteva or Cortevas stockholders could incur significant income tax liabilities.