ESI 8-K
Element Solutions Inc (ESI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 of this Form 8-K is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on July 6, 2026, Element Solutions Inc (“Element Solutions”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solstice Advanced Materials Inc. (“Solstice”), Solar Merger Sub One Inc. (“Merger Sub One) and Solar Merger Sub Two LLC (together with Merger Sub One, the “Merger Subs”).
On August 27, 2026, Element Solutions, Solstice and the Merger Subs entered into a Termination Agreement (the “Termination Agreement”) under which the parties mutually agreed to terminate the Merger Agreement. Subject to customary exceptions, the Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the contemplated merger transaction. Under the terms of the Merger Agreement and the Termination Agreement, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the termination of the Merger Agreement.
The foregoing descriptions of the Merger Agreement and Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission (the “SEC”) by Element Solutions on July 9, 2026, and the full text of the Termination Agreement, which is attached hereto as Exhibit 2.1, each of which is incorporated by reference herein.
Item 8.01 Other Events.
On August 27, 2026, Element Solutions issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 2.1 | Termination Agreement, dated as of August 27, 2026, among Element Solutions Inc, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC. | |
| 99.1 | Press release issued by Element Solutions on August 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELEMENT SOLUTIONS INC | |||
| Dated: August 27, 2026 | By: | /s/ Caroline S. Lind | |
| Name: | Caroline S. Lind | ||
| Title: | General Counsel and Secretary | ||
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Exhibit 2.1
Execution Version
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”), dated as of August 27, 2026, is made and entered into by and among Element Solutions Inc, a Delaware corporation (the “Company”), Solstice Advanced Materials Inc., a Delaware corporation (“Parent”), Solar Merger Sub One Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub Two”) (together with Merger Sub One, the “Merger Subs” and, together with the Company, Parent and the Merger Subs, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of July 6, 2026, by and among the Parties (the “Merger Agreement”).
WHEREAS, the Parties entered into the Merger Agreement;
WHEREAS, Section 8.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated with the mutual written consent of Parent and the Company;
WHEREAS, the Parties have determined that they desire to terminate the Merger Agreement by mutual consent on the terms and conditions set forth herein; and
WHEREAS, the respective boards of directors (or equivalent bodies) of Parent, Merger Sub One, Merger Sub Two and the Company approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the premises, and of the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
1. Termination. Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements entered into by them pursuant thereto (except for the Confidentiality Agreement) (collectively, the “Transaction Documents”), are hereby terminated effective immediately as of 4:00 p.m. Eastern Daylight Time on the date hereof (the “Termination Time”), and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.2 of the Merger Agreement, the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”); provided that Section 8.3(a) and Section 9 of the Merger Agreement and the Confidentiality Agreement shall each remain in full force and effect in accordance with their respective terms.
2. Mutual Release; Disclaimer of Liability. Each of Parent, the Merger Subs and the Company, each on behalf of itself and each of its respective successors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders, equity holders and advisors, and any family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Legal Requirements, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors and past and present subsidiaries, Affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders, equity holders and advisors, and any family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, of every kind and nature, whether based on any Legal Requirement or right of action (including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of, based upon or related to, directly or indirectly, the Transaction Documents (other than Section 8.3(a) and Section 9 of the Merger Agreement), including any breach, non-performance, action or failure to act under the Transaction Documents, the proposed Mergers, the events leading to the termination of the Merger Agreement or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Mergers or this Agreement, the consideration to have been received by the Company’s stockholders in connection with the proposed Mergers, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Mergers. The release contemplated by this Section 2 is intended to be as broad as permitted by Legal Requirements and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Legal Requirements any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release, including the provisions, rights and benefits of California Civil Code section 1542 (or any similar Legal Requirement), which provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Nothing in this Section 2 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or the Confidentiality Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement or the Confidentiality Agreement.
3. Public Statements. Parent and the Company and their respective Affiliates shall not issue any press releases or otherwise make public announcements with respect to the Mergers, the Merger Agreement or the termination of the Merger Agreement without the other Party’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed) in each case except (i) to the extent consistent with the press materials of each Party agreed upon as of the date hereof by the Parties in connection with this termination, and (ii) as such release or public statement may be required by Legal Requirements or by the rules or regulations of any United States securities exchange to which the relevant Party is subject, in which case such Party shall use its reasonable best efforts to consult with the other Party in advance of such release or announcement.
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4. Filing Fees. Notwithstanding the Termination, Parent shall remain responsible for all filing fees incurred by the Parties in connection with the filing of the premerger notification and report forms relating to the Mergers under the HSR Act and the filing of any notice or other document under any applicable foreign antitrust or competition-related law or regulation or other Legal Requirement, consistent with Section 8.3(a) of the Merger Agreement.
5. Return or Destruction of Evaluation Material; Confidentiality Agreement.
(a) Within ten Business Days of the date hereof, each Party shall, and shall cause its respective Affiliates, Representatives and advisors to, return to the other Party or destroy all Confidential Information (as defined in the Confidentiality Agreement), including information received after the date of the Merger Agreement pursuant to the Merger Agreement and/or integration planning, in each case, in accordance with and subject to the limitations set forth in Section 7 of the Confidentiality Agreement.
(b) The Confidentiality Agreement shall continue in full force and effect in accordance with the terms thereof.
6. General Provisions.
(a) Representations and Warranties.
(i) Company Authority. The Company hereby represents and warrants to Parent and the Merger Subs as follows: The Company has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action by the board of directors of the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by Parent and the Merger Subs, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.
(ii) Parent and the Merger Subs Authority. Parent and the Merger Subs each hereby represents and warrants to the Company as follows: Each of Parent and the Merger Subs has all requisite corporate or similar power and authority, and has taken all corporate or other action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each of Parent and the Merger Subs and the consummation by each of Parent and the Merger Subs of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or similar action by the boards of directors of Parent and the Merger Subs. This Agreement has been duly and validly executed and delivered by each of Parent and the Merger Subs and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Parent and the Merger Subs enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Enforceability Exceptions.
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Except as expressly set forth in this Section 6(a), no Party makes additional representations or warranties express, implied or statutory as to any other matter whatsoever.
(b) Further Assurances. Each Party shall, and shall cause its subsidiaries and Affiliates to, cooperate with each other in the taking of all actions reasonably necessary, proper or advisable under this Agreement and applicable Legal Requirements to effectuate the Termination.
(c) Entire Agreement. This Agreement and the Confidentiality Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof.
(d) Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, other than with respect to the provisions of Section 2, with respect to which each Releasee is an expressly intended third-party beneficiary thereof; provided, however, that only a Party hereto can enforce this Agreement on behalf of any Releasee relating to such Party.
(e) Assignment. Neither this Agreement nor any of Parties’ rights, interests or obligations hereunder may be assigned or delegated, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, and any attempted assignment or delegation of this Agreement or any of such rights, interests or obligations by any Party without the other Party’s prior written consent shall be void and of no effect.
(f) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format shall be sufficient to bind the parties to the terms of this Agreement.
(g) Miscellaneous. The last sentence of Section 9.1 and Sections 9.2, 9.5, 9.8, 9.9, and 9.11 of the Merger Agreement shall apply, mutatis mutandis, to this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Parent, Merger Sub One, Merger Sub Two, and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| Solstice Advanced Materials Inc. | ||
| By: | /s/ David Sewell | |
| Name: David Sewell | ||
| Title: President and Chief Executive Officer | ||
| Solar Merger Sub One Inc. | ||
| By: | /s/ Brian Rudick | |
| Name: Brian Rudick | ||
| Title: President | ||
| Solar Merger Sub Two LLC | ||
| By: | /s/ Brian Rudick | |
| Name: Brian Rudick | ||
| Title: President | ||
| Element Solutions Inc | ||
| By: | /s/ Ben Gliklich | |
| Name: Ben Gliklich | ||
| Title: Chief Executive Officer | ||
[Signature Page to Termination Agreement]
Exhibit 99.1
Element Solutions Announces Mutual Termination of Merger Agreement with Solstice Advanced Materials
MIAMI – August 27, 2026 – Element Solutions Inc (NYSE: ESI) (“Element Solutions” or the “Company”), a global and diversified specialty chemicals technology company, today announced that the merger agreement between Element Solutions and Solstice Advanced Materials Inc. (“Solstice”) has been mutually terminated.
Chairman Ian G.H. Ashken commented, “While the strategic and financial rationale of the proposed transaction was compelling, based on constructive feedback from our shareholders and discussions between the parties, both companies’ boards concluded that Element Solutions and Solstice would serve our respective shareholders better as standalone companies at this time. We took note that Element Solutions shareholders appreciate the strength of our management team, unique culture and business portfolio as currently constructed and acted accordingly. We wish the Solstice team well in the future.”
Chief Executive Officer Benjamin Gliklich continued, “At Element Solutions, we work for our shareholders and other stakeholders and have heard their feedback clearly. The termination of the proposed transaction is a direct response to that feedback. Going forward, we plan to continue to execute our strategy focused on operational excellence, prudent capital allocation and developing the best, most entrepreneurial team in our industry. Our growth trajectory remains compelling, and the momentum in our business continues unabated and in-line with our guidance. With a healthy balance sheet and exciting new product introductions continuing to gain traction, we look forward to the significant opportunities ahead for Element Solutions and our businesses.”
Under the terms of the merger agreement and the termination agreement entered into between the parties, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the mutually agreed termination of the proposed transaction.
About Element Solutions
Element Solutions Inc is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy.
More information about the Company is available at www.elementsolutionsinc.com.
Forward-Looking Statements
This news release contains certain “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements in this news release include, but are not limited to, statements regarding the termination of the Merger Agreement and the Transaction as well as the effects thereof and the Company’s future strategy, value creation prospects, growth trajectory, momentum and new product introductions. Forward-looking statements speak only as of the date they are made, and Element Solutions assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Varun Gokarn
Vice President, Strategy and Integration
Element Solutions Inc
1-203-952-0369
Media Contact:
Scott Bisang / Ed Hammond
Collected Strategies
1-212-379-2072
[email protected]