Solventum Corp 8-K, filed Aug 13, 2025
Solventum Corp (SOLV)
8-K
2025-08-13
For: 2025-08-13
View Original
Added on
April 08, 2026
About this 8-K
Solventum Corp filed this 8-K on August 13, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 13, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
(651 ) 733-1110
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD
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Pro Forma Financial Information
Included in Item 9.01 of this Current Report on Form 8-K, are unaudited pro forma condensed consolidated financial statements (the “pro forma financial statements”) of
Solventum Corporation, a Delaware corporation (“Solventum” or the “Company”) relating to Solventum’s previously announced Transaction (as defined below) with Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”).
The pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not purport to reflect what the Company’s actual results of
operations or financial condition or this pro forma financial information would have been had the Transaction occurred in as of and for the periods indicated, nor are they necessarily indicative of the Company's future results of operations or
financial condition. Notably, among other limitations, the pro forma financial statements do not reflect:
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the Company’s intent to use the net proceeds from the Transaction through the pay down of term loans and bond buyback; and
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any actions the Company may take to address general corporate overhead costs which were historically allocated to the business to be divested, including labor and non-labor expenses related to the
Company’s corporate support functions, such as those related to finance, accounting, tax, treasury, information technology, human resources, legal, and others.
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| Item 9.01. |
Financial Statements and Exhibits.
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(b) Pro Forma Financial Information.
As previously disclosed, on February 25, 2025, Solventum and the Buyer entered into a Transaction Agreement (the “Initial Agreement”), pursuant to
which, subject to the satisfaction or waiver of certain conditions, Buyer agreed to acquire from Solventum certain assets and liabilities related to Solventum’s purification and filtration business. On June 25, 2025, Solventum and Buyer entered into
an Amended and Restated Transaction Agreement (the “Agreement”) to exclude Solventum’s drinking water filtration business from the scope of the purification and filtration business to be acquired by Buyer and reduce the cash consideration payable for
the acquired business at the closing of the transaction from approximately $4.10 billion to approximately $4.00 billion, with net proceeds still intended to be used primarily to pay down debt (the “Transaction”). The closing purchase price continues
to be subject to customary adjustments for closing cash and debt, unpaid transaction expenses and working capital as set forth in the Agreement.
The pro forma financial statements included in this Current Report on Form 8-K have been derived from the Company’s historical
consolidated financial statements and give effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 reflects the Company’s financial position as if the Transaction had occurred on June 30, 2025 (“Pro
Forma Balance Sheet”). The unaudited pro forma condensed consolidated statements of income for the six months ended June 30, 2025 and year ended December 31, 2024 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024
for all periods presented (“Pro Forma Statements of Income”). The Pro Forma Balance Sheet and the Pro Forma Statements of Income are both filed herewith as Exhibit 99.1, and are incorporated herein by reference.
The pro forma financial statements included in this Current Report on Form 8-K have been prepared for illustrative and informational purposes only and
are subject to assumptions and adjustments, which management believes to be reasonable, given the information available on the date hereof. It is subject to other uncertainties and does not purport to reflect what Solventum’s actual results of
operations or financial condition or this pro forma financial information would have been had the Transaction been completed on the dates assumed for purposes of such pro forma financial information or to be indicative of Solventum’s financial
condition, results of operations or metrics as of or for any future date or period. This Current Report on Form 8-K does not modify or update the consolidated financial statements of Solventum included in Solventum’s Annual Report on Form 10-K for
the year ended December 31, 2024 or Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Unaudited pro forma condensed consolidated financial statements of Solventum Corporation as of June 30, 2025, for the six months ended June 30, 2025 and for the year ended
December 31, 2024.
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104
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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.
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Date: August 13, 2025
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Solventum Corporation
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By:
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/s/ Wayde McMillan
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Name:
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Wayde McMillan
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Title:
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Executive Vice President & Chief Financial Officer
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Exhibit 99.1
Solventum Corporation
Unaudited Pro Forma Condensed Consolidated Financial Statements
On February 25, 2025, Solventum Corporation (“Solventum”, the “Company”) entered into a Transaction Agreement to sell its purification and filtration business to Thermo Fisher Scientific Inc. (“Buyer”) for $4.1 billion. On June 25, 2025, the Company and Buyer
entered into an Amended and Restated Transaction Agreement to exclude the Company’s drinking water filtration business (the “Water Business”) from the scope of the purification and
filtration business (the “Business”) to be acquired by Buyer and reduce the cash consideration at closing of the transaction to approximately $4.0 billion (the
“Transaction”).
The unaudited pro forma condensed consolidated financial statements have been derived from the Company’s historical consolidated financial statements and give effect to
the Transaction. The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2025 reflects the Company’s financial position as if the Transaction had occurred on June 30, 2025. The following unaudited pro forma condensed
consolidated statements of income for the six months ended June 30, 2025 and year ended December 31, 2024 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024 for all periods presented.
The unaudited pro forma condensed consolidated financial statements have been prepared based upon the best available information and management estimates and are subject
to assumptions and adjustments described below and in the accompanying notes to those financial statements. Management believes these assumptions and adjustments are reasonable, given the information available at the filing date. The unaudited pro
forma condensed consolidated financial statements have been prepared in accordance with Regulation S-X Article 11. They are not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction
occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future
results of operations or financial condition had the Transaction been completed on the dates assumed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of
factors. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical consolidated financial statements and accompanying notes, specifically in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 28th, 2025, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025, as filed with the SEC on
August 8, 2025.
1
Solventum Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet*
(Dollars in millions, except per-share data)
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As of June 30, 2025
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|||||||||||||||||
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Historical Solventum (as reported)
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Disposal of Business (a)
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Transaction Accounting Adjustments
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Pro Forma
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||||||||||||||
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Assets
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Current assets
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|||||||||||||||||
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Cash and cash equivalents
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$
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492
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$
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—
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$
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3,890
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(b)
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$
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4,382
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Accounts receivable — net of allowances of $87
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1,065
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—
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—
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1,065
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Due from related parties
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190
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—
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—
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190
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Inventories
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Finished goods
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553
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—
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—
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553
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Work in process
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173
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—
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—
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173
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Raw materials and supplies
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236
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—
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—
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236
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Total inventories
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962
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—
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—
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962
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Other current assets
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331
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—
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—
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331
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Current assets held for sale
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168
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(168
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)
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—
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—
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Total current assets
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3,208
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(168
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)
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3,890
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6,930
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Property, plant and equipment — net
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1,313
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—
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—
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1,313
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Goodwill
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5,274
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—
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—
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5,274
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Intangible assets — net
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2,302
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—
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—
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2,302
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Other assets
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917
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—
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—
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917
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Non-current assets held for sale
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2,060
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(1,962
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)
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—
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98
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||||||||||||
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Total assets
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$
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15,074
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$
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(2,130
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)
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$
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3,890
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$
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16,834
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Liabilities
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Current liabilities
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Accounts payable
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$
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643
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$
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—
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$
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—
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$
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643
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Due to related parties
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355
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—
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—
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355
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Unearned revenue
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557
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—
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—
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557
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Other current liabilities
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1,011
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—
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502
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(d)(e)(g)
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1,513
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Current liabilities held for sale
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54
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44
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—
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98
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|||||||||||||
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Total current liabilities
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2,620
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44
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502
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3,166
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Long-term debt
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7,815
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—
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—
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7,815
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Pension and postretirement benefits
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354
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—
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—
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354
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Deferred income taxes
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231
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—
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(76
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)
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(f)
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155
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Other liabilities
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371
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—
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118
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(c)(g)
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489
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Non-current liabilities held for sale
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38
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(38
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)
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—
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—
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Total liabilities
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$
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11,429
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$
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6
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$
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544
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$
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11,979
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Equity
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|||||||||||||||||
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Common stock par value, $0.01 par value, 750,000,000 shares authorized
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$
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2
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$
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—
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$
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—
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$
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2
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|||||||||
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Shares issued and outstanding - June 30, 2025: 173,387,361
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|||||||||||||||||
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Additional paid-in capital
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3,806
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—
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—
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3,806
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|||||||||||||
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Retained earnings
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468
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(2,136
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)
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3,346
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(h)
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1,678
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|||||||||||
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Accumulated other comprehensive income (loss)
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(631
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)
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—
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—
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(631
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)
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|||||||||||
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Total equity
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3,645
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(2,136
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)
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3,346
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4,855
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||||||||||||
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Total liabilities and equity
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$
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15,074
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$
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(2,130
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)
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$
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3,890
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$
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16,834
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||||||||
*Data in the schedule above is intentionally rounded to the nearest million and, therefore, may not sum.
2
Solventum Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Income*
(Dollars in millions, except per-share data)
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Six months ended June 30, 2025
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|||||||||||||||||
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Historical Solventum (as reported)
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Disposal of Business (a)
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Transaction Accounting Adjustments
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Pro Forma
|
||||||||||||||
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Net sales of product
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$
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3,265
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$
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(369
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)
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$
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—
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$
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2,896
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||||||||
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Net sales of software and rentals
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966
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—
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—
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966
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|||||||||||||
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Total net sales
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4,231
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(369
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)
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—
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3,862
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||||||||||||
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Cost of product
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1,700
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(191
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)
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—
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1,509
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||||||||||||
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Cost of software and rentals
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242
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—
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—
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242
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|||||||||||||
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Gross profit
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2,289
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(178
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)
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—
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2,111
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||||||||||||
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Selling, general and administrative expenses
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1,541
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(42
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)
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(63
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)
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(i)
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1,436
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||||||||||
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Research and development expenses
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381
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(23
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)
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(5
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)
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(i)
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353
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||||||||||
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Operating income
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367
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(113
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)
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68
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322
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||||||||||||
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Interest expense, net
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207
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—
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2
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(c)
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209
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||||||||||||
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Other expense (income), net
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19
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—
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—
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19
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|||||||||||||
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Income before income taxes
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141
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(113
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)
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66
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94
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||||||||||||
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Provision for (benefit from) income taxes
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(86
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)
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(25
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)
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119
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(j)
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8
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||||||||||
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Net income
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$
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227
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$
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(88
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)
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$
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(53
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)
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$
|
86
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|||||||
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Earnings per share:
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|||||||||||||||||
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Basic earnings per share
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$
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1.31
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$
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0.49
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|||||||||||||
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Diluted earnings per share
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1.30
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0.49
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|||||||||||||||
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Weighted-average number of shares outstanding:
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|||||||||||||||||
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Basic
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173.9
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173.9
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|||||||||||||||
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Diluted
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175.0
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175.0
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|||||||||||||||
*Data in the schedule above is intentionally rounded to the nearest million and, therefore, may not sum.
3
Solventum Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Income (Continued)*
(Dollars in millions, except per-share data)
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Year ended December 31, 2024
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|||||||||||||||||
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Historical Solventum (as reported)
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Disposal of Business (a)
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Transaction Accounting Adjustments
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Pro Forma
|
||||||||||||||
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Net sales of product
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$
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6,348
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$
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(709
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)
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$
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—
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$
|
5,639
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||||||||
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Net sales of software and rentals
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1,906
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—
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—
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1,906
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|||||||||||||
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Total net sales
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8,254
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(709
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)
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—
|
7,545
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||||||||||||
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Cost of product
|
3,172
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(421
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)
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—
|
2,751
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||||||||||||
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Cost of software and rentals
|
489
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—
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—
|
489
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|||||||||||||
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Gross profit
|
4,593
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(288
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)
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—
|
4,305
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||||||||||||
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Selling, general and administrative expenses
|
2,782
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(86
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)
|
(136
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)
|
(i)
|
2,560
|
||||||||||
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Research and development expenses
|
775
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(44
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)
|
(10
|
)
|
(i)
|
721
|
||||||||||
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Gain on sale of business
|
—
|
—
|
1,564
|
(k) |
1,564
|
||||||||||||
|
Operating income
|
1,036
|
(158
|
) |
1,710
|
2,588
|
||||||||||||
|
Interest expense, net
|
367
|
—
|
4
|
(c)
|
371
|
||||||||||||
|
Other expense (income), net
|
64
|
—
|
—
|
64
|
|||||||||||||
|
Income before income taxes
|
605
|
(158
|
) |
1,706 |
2,153
|
||||||||||||
|
Provision for (benefit from) income taxes
|
127
|
(35
|
) |
385
|
(d)(f)(j)
|
477
|
|||||||||||
|
Net income
|
$
|
479
|
$
|
(123 | ) |
$
|
1,321 |
$
|
1,677
|
||||||||
|
Earnings per share:
|
|||||||||||||||||
|
Basic earnings per share
|
$
|
2.77
|
$
|
9.68
|
|||||||||||||
|
Diluted earnings per share
|
2.76
|
9.65
|
|||||||||||||||
|
Weighted-average number of shares outstanding:
|
|||||||||||||||||
|
Basic
|
173.2
|
173.2
|
|||||||||||||||
|
Diluted
|
173.7
|
173.7
|
|||||||||||||||
*Data in the schedule above is intentionally rounded to the nearest million and, therefore, may not sum.
4
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
Disposal of Business
| (a) |
These adjustments reflect the removal of assets and liabilities that had been
reported as “held for sale” as of June 30, 2025, as well as the removal of historical results of operations of the Business for the six months ended June 30, 2025 and the year ended December 31, 2024. The historical results of operations,
which were removed, exclude general corporate overhead costs which were historically allocated to the Business. These allocations included labor and non-labor expenses related to the Company’s
corporate support functions, such as those related to finance, accounting, tax, treasury, IT, HR, legal, and others.
Due to restrictions in certain jurisdictions, the transfer of both assets and employees in those jurisdictions will be delayed. Under various agreements between
Buyer and the Company, the future economic benefits and obligations of the Business in these jurisdictions will transfer upon the closing of the Transaction. Consequently, approximately $98 million of non-current assets held for sale will
remain after the close of the Transaction, and the Company will record a corresponding current liability reflecting the Company’s obligation to transfer the related assets to Buyer at a future date.
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Transaction Accounting Adjustments
| (b) |
Reflects the expected cash consideration received from the sale of the Business at the close of the Transaction, adjusted for estimated transaction costs and other items pursuant
to the terms of the sale. The final cash amount will be determined subsequent to closing based on the final working capital balance and final indebtedness as defined by the Transaction Agreement.
|
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(Millions)
|
||||
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Purchase price
|
$
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4,000
|
||
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Transaction costs due at close
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(72
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)
|
||
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Estimated net working capital adjustments
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(4)
|
|||
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Estimated indebtedness at close
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(34
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)
|
||
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Total closing cash consideration
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$
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3,890
|
||
| (c) |
Under the Transaction Agreement, Buyer will be entitled to receive a payment of up to $75 million from the Company either upon a sale of the Water Business or after an agreed
upon 3-year period. The Company has estimated that the present value of this liability will be $64 million at the closing of the Transaction. Interest accretion will be recognized over a 3-year period from the date of the Transaction.
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| (d) |
Reflects the estimated income taxes payable related to the Transaction of $430 million.
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| (e) |
Reflects the estimated transfer taxes payable in certain foreign jurisdictions related to the Transaction of $20 million.
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| (f) |
Reflects the net impact of deferred tax liability reversals associated with long-lived assets of $181 million and deferred tax asset reversals of $105 million related to the
sale of shares in certain subsidiaries in connection with the Transaction.
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5
| (g) |
Reflects the recognition of approximately $106 million of unfavorable contract liabilities relating to certain transition services to be provided by the Company, of which $52
million is included in other current liabilities and $54 million is included in other non-current liabilities. Under the transition service agreements, the Company will provide to Buyer services at a cost, below fair market value.
Consequently, a portion of the sale consideration received has been allocated to these services which management expects will be fulfilled by the Company over a 24-month term.
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| (h) |
Reflects the effect on total equity of the adjustments described in notes (b) through (g) above.
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| (i) |
In connection with the sale, the Company and Buyer will enter into transition services, transition contract manufacturing, transition distribution
services, and various other agreements whereby the Company will provide certain post-closing services on a transitional basis. The estimated impacts of these agreements have been reflected within selling, general and administrative expenses
or research and development expenses, depending on the nature of the services provided. The majority of these agreements have an initial term of 24 months following the close of the Transaction.
The transition service income has been presented net of estimated incremental information technology costs not included in the historical
financial statements of approximately $20 million and $40 million for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively. The costs represent information technology services that the Company has agreed to
provide to support Buyer’s information technology separation.
|
| (j) |
Reflects the tax impact of pro forma adjustments relating to the removal of the Business, as well as the estimated tax impact attributable to the various transition services provided by the
Company. This adjustment was determined by applying the relevant statutory tax rates to the jurisdictional mix of income of these adjustments. For the six months ended June 30, 2025, the transaction accounting adjustment also reflects the
impact of deferred tax asset reversals of $105 million related to the sale of shares in certain subsidiaries in connection with the Transaction.
|
| (k) |
The estimated pre-tax gain on the sale of the Business, as reflected in the condensed consolidated statement of income for the year ended
December 31, 2024, is calculated as follows:
|
|
(Millions)
|
||||
|
Total closing cash consideration (b)
|
$
|
3,890
|
||
|
Net assets of the Business
|
(2,136
|
)
|
||
|
Transaction accounting adjustments (c)(e)(g)
|
(190
|
)
|
||
|
Pre-tax gain on sale of business
|
$
|
1,564
|
||
The estimated income taxes due on the gain of the sale of $430 million and the net impact of deferred tax liability reversals of $76 million are reflected in the
provision for (benefit from) income taxes in the condensed consolidated statement of income for the year ended December 31, 2024.
6