As filed with the Securities and Exchange Commission on November 5, 2020

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CORTEVA, INC.

(Exact name of registrant as specified in its charter)

974 Centre Road

Wilmington, Delaware 19805

(302) 485-3000

(Name, address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corteva, Inc. Global Omnibus Employee Stock Purchase Plan

(Full Title of the Plans)

Cornel B. Fuerer

Senior Vice President, General Counsel and Secretary

Corteva, Inc.

974 Centre Road

Wilmington, Delaware 19805

(302) 485-3000

(Name, address, including zip code, and telephone number, including area code, of agents for service)

Copies to:

Nicholas A. Dorsey

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, New York 10019

Telephone: (212) 474-1000

Facsimile: (212) 474-3700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Corteva, Inc., a Delaware corporation (the “Registrant”), to register 5,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant which have been reserved for issuance under the Corteva, Inc. Global Omnibus Employee Stock Purchase Plan (the “Plan”). The Plan was approved by the board of directors of the Registrant on March 6, 2020, subject to approval by the Registrant’s shareholders. At the Registrant’s annual meeting of shareholders held on April 28, 2020, its shareholders approved the Plan.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to the participating employees as specified by Rule 428(b) under the Securities Act. In accordance with the Note to Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Commission (File No. 001-38710) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated in this Registration Statement by reference and shall be deemed to be a part hereof (except for any portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission):

In addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereunder have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents (unless expressly incorporated into this Registration Statement, any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission subsequent to the date hereof shall not be incorporated by reference into this Registration Statement).

Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

The Common Stock is registered under Section 12(b) of the Exchange Act.

The validity of the issuance of the Common Stock offered hereby has been passed on by Cornel B. Fuerer, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Fuerer beneficially owns 18,443 shares of Common Stock, and has the right to acquire beneficial ownership of 49,839 shares of Common Stock within 60 days of filing this Registration Statement.

Reference is made to Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except:

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director actually and reasonably incurred. The indemnification permitted under the DGCL is not exclusive, and a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute.

The Registrant’s Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference, and Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference, provide for indemnification of its directors and officers to the fullest extent permitted by the DGCL. The Registrant also has indemnification agreements with its directors and officers. In addition, the Registrant maintains liability insurance for its directors and officers.

Not applicable.

For the list of exhibits, see the Exhibit Index to this Registration Statement, which is incorporated in this item by reference.

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilmington, Delaware, on this 5th day of November 2020.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-8 has been signed by the following persons in the capacities indicated on the date indicated.

Exhibit 4.3

CORTEVA, INC. GLOBAL OMNIBUS

EMPLOYEE STOCK PURCHASE PLAN

I. Purpose; Effective Date and Term

II. Definitions

As used herein, unless the context otherwise requires, the following terms shall be defined as follows:

For purposes of the foregoing, the rules of Code Section 424(d) with regard to the attribution of stock ownership shall apply in determining the stock ownership of a person, and shares of Common Stock, which an Employee may purchase or otherwise acquire under outstanding options or other forms of equity compensation awards granted by the Company, shall be treated as shares of Common Stock owned by the Employee. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the person is on sick leave or other leave of absence approved by the Plan Administrator and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2). In the case of a rehired Employee, the Plan Administrator may, in its sole discretion, recognize prior service for purposes of such Employee’s satisfaction of any service period requirement so long as the Plan Administrator’s actions are applied in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423.

III. Eligibility; Enrollment and Participation

IV. Participant Contributions Via Payroll Deductions

V. Grant of Purchase Rights

VI. Purchase of Shares of Common Stock

VII. Common Stock Authorized for Issuance Under the Plan

under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.

VIII. Termination of Employment; Voluntary Withdrawal

IX. Plan Administration

X. Recapitalization, Reorganization and Change in Control.

XI. Termination and Amendment of the Plan

XII. Code Section 409A and Tax Qualification

XIII. Indemnification

XIV. Miscellaneous

*************************

Exhibit 5.1

OPINION OF COUNSEL

November 5, 2020

Corteva, Inc.

974 Centre Road

Wilmington, Delaware 19805

Ladies and Gentlemen:

Reference is hereby made to the Registration Statement on Form S-8 being filed by Corteva, Inc. (the “Company”) with the Securities and Exchange Commission, relating to the registration of 5,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, which are issuable pursuant to the Corteva, Inc. Global Omnibus Employee Stock Purchase Plan.

In rendering the opinions expressed below, I or a member of my staff have examined and relied upon: (a) the Amended and Restated Certificate of Incorporation of the Company; (b) the Amended and Restated Bylaws of the Company; (c) the Registration Statement on Form S-8; (d) certain resolutions of the Board of Directors of the Company; and (e) such other documents, corporate records and instruments as I have deemed necessary or appropriate to form a basis for the opinions hereinafter expressed.

In connection with this opinion, I have assumed the genuineness of all signatures on all documents examined by me and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies.

Based on the foregoing, and subject to the assumptions, limitations and qualifications herein set forth, it is my opinion that:

I do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent applicable, the Delaware constitution and judicial decisions) and I do not express any opinion as to the effect of any other laws on the opinion herein stated. This opinion is given as of the date hereof. I assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter occur or come to my attention or any changes in law which may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8 and to the reference to me under the caption “Interests of Named Experts and Counsel” in the Registration Statement.

Very truly yours,

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Corteva, Inc. of our report dated February 14, 2020 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Corteva, Inc. (Successor), as well as our report dated February 15, 2018, except for the change in the manner in which the Company accounts for net periodic pension and postretirement benefit costs discussed in Note 9 to the consolidated financial statements, as to which the date is February 11, 2019, and except for the effects of discontinued operations discussed in Note 5 to the consolidated financial statements, as to which the date is February 14, 2020, relating to the financial statements and financial statement schedule of Corteva, Inc. (Predecessor, formerly known as E.I. du Pont de Nemours and Company), which appear in Corteva, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

November 5, 2020

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Corteva, Inc. on Form S-8 of our report dated July 12, 2019, relating to the combined balance sheets of the Dow Agricultural Sciences Business (the “Business”) as of December 31, 2018 and 2017, and the related combined statements of income and comprehensive income, cash flows, and equity, for the year ended December 31, 2018 and the four-month period ended December 31, 2017, which report expresses an unqualified opinion on those combined financial statements, appearing in the Annual Report on Form 10-K of Corteva, Inc. and E.I. du Pont de Nemours and Company for the year ended December 31, 2019.

Exhibit 24

Certified Resolution

Dana Eddis, Assistant Secretary of Corteva, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, do hereby certify that the following resolutions was duly adopted by the Board of Directors of the Corporation and that such resolutions have not been amended, modified or rescinded and is in full force and effect on the date hereof:

WHEREAS, the Board has determined that it is in the best interest of the Company and its shareholders to prepare, execute and file with the U.S. Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-8 or any amendment thereto (the “S-8 Registration Statement”) relating to the issuance and sale of shares of Common Stock pursuant to the ESPP;

NOW, THEREFORE, BE IT RESOLVED, that the Authorized Persons be, and each of them individually hereby is, authorized, in the name and on behalf of the Company, to prepare and file, or cause to be prepared and filed, with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder, the S-8 Registration Statement reserving up to an aggregate of 5,000,000 shares of Common Stock and any and all amendments to the S-8 Registration Statement, including one or more prospectuses with respect to the S-8 Registration Statement and any and all amendments thereto, which may be necessary, desirable or required by the SEC (including post-effective amendments), such S-8 Registration Statement, prospectuses and any such amendments to be in the form as the Authorized Persons or any of the Authorized Persons individually, shall approve, such approval to be conclusively evidenced by the filing thereof by such officers, and to take any and all actions that such officers shall deem necessary or advisable;

FURTHER RESOLVED, that each of the officers and directors who may be required to execute the S-8 Registration Statement be, as the case may be, and each of them individually hereby is, authorized to execute and deliver a power of attorney appointing one or more of the Authorized Persons, and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the S-8 Registration Statement, as the case may be, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done.

FURTHER RESOLVED, that the Board hereby delegates, authorizes, and empowers each Authorized Person individually hereby, in the name and on behalf of the Company, to take any and all such further action, including non-objecting to the taking of such actions by any of the Company’s subsidiaries, and to execute and deliver all such reports, agreements, certificates, consents, instruments and documents and to prepare or cause to be prepared, execute and file or cause to be filed with any federal, state, local, foreign or other regulatory agencies any forms, reports, filings, applications or other documents, and to make all amendments to the foregoing and all expenditures and incur all expenses which each may in his discretion deem necessary, desirable or appropriate to carry out fully the foregoing resolutions and the purposes and intents thereof, and the taking of any such action or the execution by either of any of the foregoing or the payment of any such expenditures in connection with the foregoing matters shall conclusively establish authority therefor from the Company and the approval and ratification by the Company of the actions so taken, agreements or other documents so executed, the expenses or expenditures so paid; and

FURTHER RESOLVED, that the grants of authority given herein include the authority to sub-delegate, in whole or in part, provided however, that the authority to make sub-delegations shall not itself be delegated. Provided further, that the taking of any such further action or the execution or the payment of any such expenditures by such sub-delegate in the name and on behalf of the Company in connection with the exercise of such sub-delegation, shall conclusively establish authority therefor from the Company, and the approval and ratification by the relevant Company of the actions so taken, agreements or other documents so executed, the expenses or expenditures so paid.