SOLV 8-K
Solventum Corp (SOLV)
8-K
2025-09-02
For: 2025-09-01
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 1, 2025
(Exact Name of Registrant as Specified in Its Charter)
File No. | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant’s Telephone Number, Including Area Code) (651 ) 733-1110
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.01. Completion of Acquisition or Disposition of Assets.
On February 25, 2025, Solventum Corporation, a Delaware corporation (“Solventum”) and Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”), entered into a Transaction Agreement, pursuant to which 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 (the “Water Business”) from the scope of the purification and filtration business to be acquired by Buyer (such acquired business, the “Business”). Solventum previously disclosed the terms of the Agreement on its Current Report on Form 8-K filed on June 25, 2025. On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement. The cash consideration paid to Solventum at closing was approximately $4.0 billion, which is subject to further adjustments for closing cash and indebtedness, unpaid transaction expenses and working capital as set forth in the Agreement, as well as a payment to Buyer of up to $75 million from Solventum either upon a sale of the Water Business or after an agreed upon 3-year period.
Item 7.01. Regulation FD Disclosure.
On September 2, 2025, Solventum issued a press release announcing the completion of the transaction referred to in Item 2.01 above. A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Solventum under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. This report shall not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information giving effect to the transaction referred to in Item 2.01 above is included in Solventum’s Current Report on Form 8-K filed on August 13, 2025 under Item 9.01, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||||||
SIGNATURE
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 thereunto duly authorized.
| SOLVENTUM CORPORATION | ||||||||
By: | /s/ Wayde McMillan | |||||||
Wayde McMillan | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Dated: September 2, 2025
Exhibit 99.1
Solventum Completes Sale of its Purification & Filtration Business
to Thermo Fisher Scientific Inc.
to Thermo Fisher Scientific Inc.
•Accelerates Solventum’s business transformation to deliver long-term shareholder value
•Net proceeds will be used primarily to pay down debt
ST. PAUL, Minn., Sep. 2, 2025 – Solventum (NYSE: SOLV) today announced it has completed the sale of its Purification & Filtration business (“P&F”) to Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”) for $4.0 billion in cash before customary adjustments.
“Completing the transaction is an important milestone in Solventum’s three-phased transformation plan and positions us well to advance our capital allocation strategy as we reduce leverage and strengthen our balance sheet with enhanced flexibility to invest in organic and inorganic growth opportunities,” said Bryan Hanson, chief executive officer of Solventum. “Looking ahead, we remain focused on strategic execution, ensuring we deliver even greater value to our customers, team members and investors.”
As previously announced, Solventum will use the net proceeds from the sale of $3.4 billion primarily to pay down outstanding debt.
Updated Full-Year 2025 Guidance
Solventum is updating its full year 2025 guidance to reflect the partial year accretion of the accelerated P&F divestiture.
•Organic sales growth in the range +2.0% to +3.0% (+2.5% to +3.5% excluding ~50 bps of SKU exit impact); no change
•Increased adjusted EPS range to $5.88 to $6.03 from prior range of $5.80 to $5.95
•Free cash flow in the range of $450 million to $550 million; no change
Updated additional financial considerations
•Expect net interest expense of $400 million, from prior estimate of $450 million
•Expect operating margin to be toward the high-end 20% to 21% range for full year 2025
Solventum’s updated full year 2025 guidance reflects the expected reduction of net interest expense, which will more than offset the financial impact of the divestiture of the P&F business and is subject to the timely completion of the recently announced tender offers.
Following the transaction close, Solventum will provide transitional services and perform certain manufacturing and distribution activities on behalf of Thermo Fisher.
Supplemental non-GAAP financial information to aid investors in comparing historical to continuing operations can be found on the company’s investor relations webpage at investors.solventum.com.
Morgan Stanley & Co. LLC, Perella Weinberg Partners and J.P. Morgan Securities LLC served as financial advisors to Solventum, and Cleary Gottlieb Steen & Hamilton served as legal advisor to Solventum.
Forward-Looking Statements
This news release contains forward-looking information about Solventum’s financial results and estimates and business prospects that involve substantial risks and uncertainties. In particular, statements regarding the future performance of Solventum, including guidance for 2025, statements relating to the sale of the P&F business, the anticipated benefits of the transaction, the anticipated use of proceeds from the transaction, and the timing, terms and completion of the tender offers are forward-looking statements. You can identify these statements by the use of words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance or business plans or prospects. Among the factors that could cause actual results to differ materially are the following: (1) the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum’s control; (2) operational execution risks;
(3) damage to our reputation or our brands; (4) risks from acquisitions, strategic alliances, divestitures and other strategic events; (5) Solventum’s business dealings involving third-party partners in various markets; (6) Solventum’s ability to access the capital and credit markets and changes in Solventum’s credit ratings; (7) exposure to interest rate and currency risks; (8) the highly competitive environment in which Solventum operates and consolidation in the healthcare industry; (9) reduction in customers’ research budgets or government funding; (10) the timing and market acceptance of Solventum’s new product and service offerings; (11) ongoing working relationships with certain key healthcare professionals; (12) changes in reimbursement practices of governments or private payers or other cost containment measures; (13) Solventum’s ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors; (14) legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, Foreign Corrupt Practices Act (FCPA) and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates; (15) potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS”; (16) risks related to the highly regulated environment in which Solventum operates; (17) risks associated with product liability claims; (18) climate change and measures to address climate change; (19) security breaches and other disruptions to information technology infrastructure; (20) Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property (“IP”) rights; (21) pension and postretirement obligation liabilities; (22) any failure by the 3M Company (“3M”) to perform any of its obligations under the various separation agreements in connection with the separation from 3M (the “Spin-Off”); (23) any failure to realize the expected benefits of the Spin-Off; (24) a determination by the IRS or other tax authorities that the distribution or certain related transactions should be treated as taxable transactions; (25) expected financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; (26) the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the separation will exceed Solventum’s estimates; and (27) the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.
Changes in such assumptions or factors could produce significantly different results. A further description of these factors is located under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in Solventum’s periodic reports on file with the U.S. Securities & Exchange Commission. Solventum assumes no obligation to update any forward-looking statements discussed herein as a result of new information or future events or developments.
About Solventum
At Solventum, we enable better, smarter, safer healthcare to improve lives. As a new company with a long legacy of creating breakthrough solutions for our customers’ toughest challenges, we pioneer game-changing innovations at the intersection of health, materials and data science that change patients’ lives for the better — while empowering healthcare professionals to perform at their best. See how at Solventum.com.
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