Solventum Corp 10-Q for FY2026 Q3
Solventum Corp (SOLV)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Solventum Corp filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Solventum reported third-quarter sales of $1,949 million, down 7.0%, and operating income of $68 million, down 96.0%, as the prior-year divestiture gain fell away and ERP order timing weighed on sales. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.95B
- down 7.0% from $2.1B a year earlier
- Net loss
- $12M
- compared with net income of $1.27B a year earlier
- Diluted EPS
- -$0.07
- compared with $7.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
or
For the transition period from __________ to __________
Commission file number: 001-41968
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(Registrant’s Telephone Number, Including Area Code) ( | ||||||||
Not Applicable | ||||||||
(Former Name or Former Address, if Changed Since Last Report) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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:
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at October 31, 2026 | |||||||
| Common Stock, $0.01 par value per share | ||||||||
1
SOLVENTUM CORPORATION
Form 10-Q for the period ended September 30, 2026
TABLE OF CONTENTS | PAGE | ||||
2
SOLVENTUM CORPORATION
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
PART I. Financial Information
Item 1. Financial Statements
Solventum Corporation
Condensed Consolidated Statements of Income (Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (Millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Net sales of product | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Net sales of software and rentals | ||||||||||||||||||||||||||||||||
| Total net sales | ||||||||||||||||||||||||||||||||
| Cost of product | ||||||||||||||||||||||||||||||||
| Cost of software and rentals | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||||||||
| Gain on sale of business | ( | ( | ||||||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||
| Loss on debt extinguishment, net | ||||||||||||||||||||||||||||||||
| Other expense (income), net | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | ( | |||||||||||||||||||||||||||||||
| Provision for (benefit from) income taxes | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||||||||
| Basic earnings per share | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Diluted earnings per share | ( | |||||||||||||||||||||||||||||||
| Weighted-average number of shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Solventum Corporation
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||||||||
| Cumulative translation adjustment | ( | ( | ( | |||||||||||||||||||||||||||||
| Defined benefit pension and postretirement plans | ||||||||||||||||||||||||||||||||
| Cash flow hedging instruments | ( | |||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Solventum Corporation
Condensed Consolidated Balance Sheets (Unaudited)
| September 30, | December 31, | |||||||||||||
| (Millions, except share information) | 2026 | 2025 | ||||||||||||
| Assets | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable — net of allowances of $ | ||||||||||||||
| Due from related parties | ||||||||||||||
| Inventories | ||||||||||||||
| Finished goods | ||||||||||||||
| Work in process | ||||||||||||||
| Raw materials and supplies | ||||||||||||||
| Total inventories | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment — net | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets — net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Short-term borrowings and current portion of long-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Due to related parties | ||||||||||||||
| Unearned revenue | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Pension and postretirement benefits | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Finance leases | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Commitments and contingencies (Note 12) | ||||||||||||||
| Equity | ||||||||||||||
Common stock, par value $ | $ | $ | ||||||||||||
Shares - September 30, 2026: issued: | ||||||||||||||
Shares - December 31, 2025: issued and outstanding: | ||||||||||||||
| Additional paid-in-capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Treasury stock, at cost | ( | |||||||||||||
Shares - September 30, 2026: | ||||||||||||||
Shares - December 31, 2025: | ||||||||||||||
Accumulated other comprehensive income (loss) | ( | ( | ||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Solventum Corporation
Condensed Consolidated Statements of Changes in Equity (Unaudited)
Three Months Ended September 30, 2026 and September 30, 2025
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | Shares | Par Value | Shares | Amount | Additional Paid-In-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of shares under equity awards and benefit plans, net of shares withheld for taxes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers to 3M | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity awards, net of shares withheld for taxes | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2026 and September 30, 2025
| Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | Shares | Par Value | Shares | Amount | Additional Paid-In-Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers to 3M | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuances of shares under equity awards and benefit plans, net of shares withheld for taxes | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of treasury stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net transfers to 3M | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity awards, net of shares withheld for taxes | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
6
Solventum Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Nine months ended September 30, | ||||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Pension and postretirement benefits | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| Gain on sale of business | ( | |||||||||||||
| Purification and Filtration transaction costs | ( | |||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Changes in assets and liabilities | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Due from related parties | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
Due to related parties | ( | |||||||||||||
| Accrued compensation | ( | ( | ||||||||||||
| All other operating activities — net | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash Flows from Investing Activities | ||||||||||||||
| Purchases of property, plant and equipment | ( | ( | ||||||||||||
| Proceeds from sale of business | ||||||||||||||
| Other — net | ( | |||||||||||||
| Net cash (used in) provided by investing activities | ( | |||||||||||||
| Cash Flows from Financing Activities | ||||||||||||||
| Repayment of debt | ( | |||||||||||||
| Proceeds from debt, net of issuance costs | ||||||||||||||
| Net transfers from (to) 3M | ( | |||||||||||||
| Purchases of treasury stock | ( | |||||||||||||
| Other — net | ( | |||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
| Supplemental Cash Flow Information | ||||||||||||||
| Non-cash investing and financing activity: | ||||||||||||||
| Right-of-use assets obtained in exchange for finance lease liability | $ | $ | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Solventum Corporation
Notes to the Condensed Consolidated Financial Statements (Unaudited)
NOTE 1. Significant Accounting Policies
Solventum Corporation ("Solventum," "we," "our," "us," or the "Company") was a business of 3M Company ("3M"). On April 1, 2024 (the "Distribution Date"), 3M completed the previously announced spin-off of Solventum Corporation (the "Spin-Off"). The Spin-Off was completed through a distribution of approximately 80.1 % of the Company’s outstanding common stock to holders of record of 3M’s common stock as of the close of business on March 18, 2024 (the "Distribution"), which resulted in the issuance of 172,709,505 shares of common stock. As a result of the Distribution, the Company became an independent public company. Solventum’s common stock is listed under the symbol "SOLV" on the New York Stock Exchange ("NYSE").
Solventum is a leading global healthcare company with a broad portfolio of trusted solutions that leverage deep material science, data science, and digital capabilities to address critical customer needs. Solventum is organized into three
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and present the financial position, results of operations, and cash flows for the periods presented. The interim condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The results of operations for any interim periods are not necessarily indicative of results for the full year.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. Amounts reported within this interim report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.
All intercompany transactions and balances within Solventum have been eliminated. These unaudited condensed consolidated financial statements include certain transactions with 3M, which are disclosed as related party transactions in Note 16, “Related Parties”.
The unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).
New Accounting Pronouncements
The table below provides summaries of recently issued financial accounting standards.
| Standard | Relevant Description | Effective Date for Solventum | Impact of Adoption | ||||||||
ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | Issued in November 2024. Requires additional disclosure of the nature of expenses included in the income statement. | Year-end December 31, 2027 | The Company is currently assessing the impact that the updated standard will have on financial statement disclosures. | ||||||||
ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | Issued in September 2025. Updates existing accounting guidance regarding the capitalization of internal-use software costs. | January 1, 2026 | The Company elected to early adopt this standard on a prospective basis. This early adoption did not have a material impact on the Company’s consolidated financial statements. | ||||||||
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NOTE 2. Revenue Recognition
Contract Balances
Unearned revenue primarily relates to revenue that is recognized over time for one-year software license contracts. Approximately $134 million and $550 million of the December 31, 2025 balance was recognized as revenue during the three and nine months ended September 30, 2026, while approximately $98 million and $477 million of the December 31, 2024 balance was recognized as revenue during the three and nine months ended September 30, 2025.
Operating Lease Revenue
Sales of software and rental includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the MedSurg segment), which was $161 million and $470 million for the three and nine months ended September 30, 2026, and $157 million and $456 million for the three and nine months ended September 30, 2025.
Customer Concentration
No customer accounted for more than 10% of the Company’s revenues for the three and nine months ended September 30, 2026 or 2025. One customer accounted for approximately 11 % of accounts receivable as of September 30, 2026 and no customers accounted for more than 10% of accounts receivable as of December 31, 2025.
NOTE 3. Acquisitions and Divestitures
Acquisitions
The Company had no
In December 2025, the Company acquired Acera Surgical ("Acera"), a privately held bioscience company. Refer to the Company's 2025 Annual Report for additional details of the acquisition.
Total purchase consideration included a future payment that is contingent on the acquired business achieving a sales-based milestone on or before December 31, 2030. The payment owed upon achievement of the milestone is $125 million. The fair value of the future milestone payment was $80 million at December 31, 2025. The change in the fair value of the contingent payment for the nine months ended September 30, 2026 was an increase of $12 million, primarily due to sales performance, resulting in a fair value of $92 million at September 30, 2026. The contingent payment is classified as level 3 within the fair value hierarchy.
The Acera purchase price allocations are considered final as of September 30, 2026. During the nine months ended September 30, 2026, the Company recorded adjustments to the purchase price allocation of $15 million, primarily related to deferred taxes.
Divestitures
On September 1, 2025, Solventum completed the sale of its Purification and Filtration business to Thermo Fisher Scientific, Inc. ("Buyer"). Refer to the Company's 2025 Annual Report for additional details of the divestiture.
In connection with the sale, the Company entered into various transition service agreements to provide certain support services for a period of up to 24 months from the closing of the sale. As certain services were contracted at a price below fair market value, the Company recognized an unfavorable contract liability of $113 million. The liability is being recognized as services are provided over the terms of the agreements. During the three and nine months ended September 30, 2026, the Company recognized approximately $34 million and $104 million, respectively, of transition service income, including income related to the unfavorable contract liability, within selling, general and administrative expenses as an offset to costs incurred to support transition services provided to Buyer. As of September 30, 2026, the remaining balance of the unfavorable contract liability was $66 million.
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NOTE 4. Goodwill and Intangible Assets
Goodwill
The acquisition activity in the following table includes the net impact of adjustments to the preliminary allocation of purchase price within the one-year measurement period for the Acera acquisition.
The amounts in the “Translation and other” column in the following table primarily relate to changes in foreign currency exchange rates. The goodwill balance by business segment is as follows:
| (Millions) | MedSurg | Dental Solutions | Health Information Systems | All Other | Total | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Acquisition activity | ( | ( | ||||||||||||||||||||||||||||||||||||
| Translation and other | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Acquired Intangible Assets: The carrying amount and accumulated amortization of acquired finite-lived intangible assets are as follows:
| September 30, | December 31, | |||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
Customer related | $ | $ | ||||||||||||
Patents and other technology-based | ||||||||||||||
Tradenames and other | ||||||||||||||
| Total gross carrying amount | ||||||||||||||
| Accumulated amortization — customer related | ( | ( | ||||||||||||
| Accumulated amortization — patents and other technology-based | ( | ( | ||||||||||||
| Accumulated amortization — tradenames and other | ( | ( | ||||||||||||
| Total accumulated amortization | ( | ( | ||||||||||||
| Total intangible assets — net | $ | $ | ||||||||||||
Amortization expense was as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | ||||||||||||||||||||||
Expected amortization expense for acquired amortizable intangible assets recorded as of September 30, 2026 is as follows:
| (Millions) | Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | After 2031 | |||||||||||||||||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
NOTE 5. Supplemental Financial Information
Other current assets included in the condensed consolidated balance sheets consist of the following:
| September 30, | December 31, | |||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
| Other current assets | ||||||||||||||
| Purification and filtration-related | $ | $ | ||||||||||||
| Prepaid income taxes | ||||||||||||||
| Prepaid software | ||||||||||||||
| Other | ||||||||||||||
| Total other current assets | $ | $ | ||||||||||||
10
Purification and filtration-related in the table above includes receivables and other assets associated with post-closing activity with Buyer.
Other assets included in the condensed consolidated balance sheets consist of the following:
| September 30, | December 31, | |||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
| Other assets | ||||||||||||||
| Deferred taxes | $ | $ | ||||||||||||
| Capitalized cloud-computing costs | ||||||||||||||
| Operating lease right-of-use | ||||||||||||||
| Other | ||||||||||||||
| Total other assets | $ | $ | ||||||||||||
Other current liabilities included in the condensed consolidated balance sheets consist of the following:
| September 30, | December 31, | |||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
| Other current liabilities | ||||||||||||||
| Accrued compensation | $ | $ | ||||||||||||
Accrued taxes | ||||||||||||||
Accrued rebates | ||||||||||||||
| Accrued interest | ||||||||||||||
| Accrued legal | ||||||||||||||
| Purification and filtration-related | ||||||||||||||
| Other | ||||||||||||||
| Total other current liabilities | $ | $ | ||||||||||||
Purification and filtration-related in the table above includes the current portion of the unfavorable contract liability as described in Note 3, along with other activity with Buyer, including amounts owed under the transition agreements.
Accrued legal includes both accrued litigation costs described in Note 12 and other accrued legal-related fees and services.
Supply Chain Financing
The Company participates in a voluntary supply chain financing ("SCF") program which provides participating suppliers the opportunity to sell their Solventum receivables to third party financial institutions at the sole discretion of both the suppliers and the third party financial institutions. The Company evaluates the SCF program to ensure the use of a third-party intermediary to settle its trade payables does not change the nature, existence, amount, or timing of our trade payables and does not provide the Company with any direct economic benefit and does not provide any guarantees in connection with the SCF program. The Company and its suppliers agree on contractual terms for the goods and services we procure, including price, quantity and payment terms, regardless of whether the supplier elects to participate in the SCF program. The amounts due to the financial institution for suppliers that participate in the SCF program are included in accounts payable on the Company's condensed consolidated balance sheets, and the associated payments are included in operating activities on the Company's condensed consolidated statements of cash flows.
As of September 30, 2026, the amount of obligations outstanding that the Company has confirmed as valid to the financial institution under the SCF program was approximately $3 million. There were no obligations outstanding as of December 31, 2025.
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NOTE 6. Property, Plant, and Equipment - Net
Property, plant and equipment - net consisted of the following:
| September 30, | December 31, | |||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||
| Property, plant and equipment - at cost | ||||||||||||||
Buildings and leasehold improvements | $ | $ | ||||||||||||
Machinery and equipment | ||||||||||||||
| Construction in progress | ||||||||||||||
| Gross property, plant and equipment | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Property, plant and equipment - net | $ | $ | ||||||||||||
In March 2026, the Company commenced a finance lease arrangement through April 2046 for its principal office in Eagan, Minnesota. The Company recorded a right-of-use asset of approximately $207 million related to the finance lease, included within Property, plant and equipment - net and reflected in the buildings and leasehold improvements line in the table above. The related finance lease liability is included in Finance leases and Other current liabilities on the Company's condensed consolidated balance sheets. The discount rate used to calculate the present value of lease payments was 6.47 %.
Depreciation expense consisted of the following:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 7. Supplemental Equity and Comprehensive Income Information
Share Repurchase Program
In November 2025, Solventum's Board of Directors approved a share repurchase program, which authorizes the Company to purchase up to $1 billion of the Company's outstanding common stock. Under this program, the Company repurchased 0.6 million and 5.3 million shares of its common stock for total consideration of approximately $48 million and $403 million through open market repurchases during the three and nine months ended September 30, 2026, respectively. There were no repurchases made under this program in 2025.
Changes in Accumulated Other Comprehensive Income (Loss) by Component
The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassifications out of AOCI by component:
Three months ended September 30, 2026
| (Millions) | Cumulative Translation Adjustment | Defined Benefit Pension and Postretirement Plans | Cash Flow Hedging | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||
| Balance at June 30, 2026, net of tax: | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), before tax: | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | ( | ( | ||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI | ||||||||||||||||||||||||||
| Total other comprehensive income (loss), before tax | ( | |||||||||||||||||||||||||
| Tax effect | ( | ( | ( | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
Balance at September 30, 2026, net of tax: | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
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Three months ended September 30, 2025
| (Millions) | Cumulative Translation Adjustment | Defined Benefit Pension and Postretirement Plans | Cash Flow Hedging | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||
| Balance at June 30, 2025, net of tax: | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss), before tax: | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | ( | |||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI | ||||||||||||||||||||||||||
| Total other comprehensive income (loss), before tax | ( | |||||||||||||||||||||||||
| Tax effect | ( | ( | ( | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
Balance at September 30, 2025, net of tax: | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Nine months ended September 30, 2026
| (Millions) | Cumulative Translation Adjustment | Defined Benefit Pension and Postretirement Plans | Cash Flow Hedging | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||
| Balance at December 31, 2025, net of tax: | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss), before tax: | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | ( | ( | ||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI | ||||||||||||||||||||||||||
| Total other comprehensive income (loss), before tax | ( | ( | ||||||||||||||||||||||||
| Tax effect | ( | ( | ( | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||
Balance at September 30, 2026, net of tax: | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
Nine months ended September 30, 2025
| (Millions) | Cumulative Translation Adjustment | Defined Benefit Pension and Postretirement Plans | Cash Flow Hedging | Total Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||
| Balance at December 31, 2024, net of tax: | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss), before tax: | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in AOCI | ( | |||||||||||||||||||||||||
| Amount of gain (loss) reclassified from AOCI | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss), before tax | ( | |||||||||||||||||||||||||
| Tax effect | ( | |||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||||||||
Balance at September 30, 2025, net of tax: | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Additional details on the amounts reclassified from AOCI into consolidated income include:
•Defined benefit pension and postretirement plans: amounts were reclassified into other expense (income), net (see Note 10).
•Cash flow hedging: foreign currency forward contract amounts were reclassified into cost of sales (see Note 11).
•The tax effects, if applicable, associated with these reclassifications were reflected in provision for (benefit from) income taxes.
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NOTE 8. Income Taxes
The effective tax rates for the three months ended September 30, 2026 and 2025 were (6.5 )% and 16.4 %, respectively. The decrease in the effective tax rate is primarily attributable to the non-recurrence of tax expense associated with the Purification and Filtration divestiture incurred in the prior year.
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 17.1 % and 9.8 %, respectively. The increase in the effective tax rate is primarily attributable to the non-recurrence of the prior year tax benefit related to the Purification and Filtration divestiture, as well as an unfavorable geographic mix of earnings.
The Company’s income tax provision or benefit for the interim periods is determined based on an estimated annual effective tax rate, adjusted for discrete items. Because significant foreign earnings are generated by the Company’s subsidiaries organized in jurisdictions with lower statutory tax rates, the Company’s estimated annual effective tax rate may be materially impacted if earnings in these lower-tax jurisdictions fluctuate.
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized based on an evaluation of all available positive and negative evidence. On the basis of this evaluation, the Company continues to maintain a valuation allowance to reduce its deferred tax assets to the amount realizable.
NOTE 9. Long-Term Debt and Short-Term Borrowings
The carrying value includes the impact of debt issuance costs. Long-term debt and short-term borrowings as of September 30, 2026 and December 31, 2025 consisted of the following:
| (Millions) | Currency | Effective Interest Rate | Final Maturity Date | Carrying Value | ||||||||||||||||||||||||||||
| Description | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||
year senior term loan credit facility | USD | 2027 | $ | $ | ||||||||||||||||||||||||||||
$ | USD | 2027 | ||||||||||||||||||||||||||||||
$ | USD | 2029 | ||||||||||||||||||||||||||||||
$ | USD | 2031 | ||||||||||||||||||||||||||||||
$ | USD | 2034 | ||||||||||||||||||||||||||||||
$ | USD | 2054 | ||||||||||||||||||||||||||||||
$ | USD | 2064 | ||||||||||||||||||||||||||||||
| Other borrowings | 2027 | |||||||||||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||||||||
| Less: short-term borrowings and current portion of long-term debt | ||||||||||||||||||||||||||||||||
| Long-term debt (excluding current portion) | $ | $ | ||||||||||||||||||||||||||||||
Senior Notes
The Company’s borrowings include $5.0 billion aggregate principal amount of senior notes with maturity dates ranging from 2027 through 2064 (collectively, the “Senior Notes”). The Senior Notes are governed by an indenture and supplemental indenture between the Company and a trustee (collectively, the “Indenture”). The Indenture contains certain customary affirmative and negative covenants, including restrictions on the Company’s ability to consolidate, merge, convey, transfer or lease substantially all of its assets. In addition, the Indenture contains other customary terms, including certain events of default, upon the occurrence of which the Senior Notes may be declared immediately due and payable. The Company is in compliance with all covenants related to the Senior Notes.
Other borrowings consist of term loans utilized in connection with the exit of certain transition agreements with 3M.
Credit Facilities
On February 16, 2024, the Company entered into credit agreements providing for:
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•a five year senior unsecured revolving credit facility in an aggregate committed amount of $2.0 billion expiring in 2029 (the “5 -year Revolving Credit Facility”); and
•an eighteen month senior unsecured term loan credit facility in an aggregate principal amount of $500 million (matured in 2025) and a three year senior unsecured term loan credit facility in an aggregate principal amount of $1.0 billion (together, the “Term Loan Credit Facilities,” and together with the 5 -year Revolving Credit Facility, the “Credit Facilities”). The Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.
At September 30, 2026, there are no amounts outstanding under the 5 -year Revolving Credit Facility.
Commercial Paper
On March 4, 2024, the Company entered into a commercial paper program that allows it to issue up to $2.0 billion aggregate principal amount of short-term notes to finance short-term liabilities. Any such issuance will mature within 364 days from the date of issue. There was no
Future Maturities of Long-term Debt: Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of September 30, 2026. The maturities of long-term debt for the periods subsequent to September 30, 2026 are as follows (in millions):
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | After 2031 | Total | |||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Financial Instruments Not Measured at Fair Value
NOTE 10. Pension and Postretirement Benefit Plans
Components of net periodic cost and other amounts recognized in other comprehensive (income) loss
Components of net periodic benefit cost and other supplemental information for the three and nine months ended September 30, 2026 and 2025 are as follows:
Three months ended September 30,
| Qualified and Non-qualified Pension Benefits | ||||||||||||||||||||||||||||||||||||||
| United States | International | Postretirement Benefits | ||||||||||||||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | ||||||||||||||||||||||||||||||||||||||
| Operating expense | ||||||||||||||||||||||||||||||||||||||
| Service cost - Operating | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Non-operating expense | ||||||||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss | ||||||||||||||||||||||||||||||||||||||
| Non-operating | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total net periodic benefit cost (benefit) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
15
Nine months ended September 30,
| Qualified and Non-qualified Pension Benefits | ||||||||||||||||||||||||||||||||||||||
| United States | International | Postretirement Benefits | ||||||||||||||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | ||||||||||||||||||||||||||||||||||||||
| Operating expense | ||||||||||||||||||||||||||||||||||||||
| Service cost - Operating | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Non-operating expense | ||||||||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of prior service benefit | ( | |||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial loss | ( | |||||||||||||||||||||||||||||||||||||
| Non-operating | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total net periodic benefit cost (benefit) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
During the nine months ended September 30, 2026, the Company made cash contributions totaling $11 million to its international pension plans. In 2026, the Company expects to make total cash contributions of approximately $21 million to these plans. The Company funds annually, at a minimum, the statutorily required minimum amount for its qualified plans. Non-qualified plans are unfunded and we pay benefits from our cash on hand. Future contributions will depend on market conditions, interest rates and other factors.
NOTE 11. Derivatives
The Company uses foreign currency forward contracts, interest rate swaps and cross-currency swaps to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations. Refer to the Company's 2025 Annual Report for additional details on the Company's derivative instruments both designated and not designated in hedging relationships.
Cash Flow Hedges - For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.
Cash Flow Hedging - Foreign Currency Forward Contracts: The Company enters into foreign exchange forward contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. The settlement or extension of these derivatives will result in reclassifications (from accumulated other comprehensive income) to earnings in the period during which the hedged transactions affect earnings. Solventum may de-designate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously included in accumulated other comprehensive income (loss) for de-designated hedges remains in accumulated other comprehensive income (loss) until the forecasted transaction occurs or becomes probable of not occurring. Changes in the value of derivative instruments after de-designation are recorded in earnings. The maximum length of time over which Solventum hedges its exposure to the variability in future cash flows of the forecasted transactions is 24 months.
As of September 30, 2026, the Company had a balance of $4 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income. Of the total after-tax net unrealized balance as of September 30, 2026, Solventum expects to reclassify to earnings approximately $2 million of after-tax net unrealized gain over the next 12 months based on exchange rates as of September 30, 2026.
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Fair Value Hedges - The Company enters into interest rate swaps to manage its exposure to changes in fair value of the Company's fixed-rate debt. Under these arrangements, the Company agrees to exchange, at specific intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. Gains and losses associated with interest rate swaps and changes in fair value of the hedged debt are recorded to interest expense in the period they occur. For the three and nine months ended September 30, 2026, the loss associated with the designated interest rate swaps and the change in fair value of the hedged debt was $12 million and $19 million, respectively. There were no derivative instruments designated in fair value hedging relationships for the three and nine months ended September 30, 2025.
In January 2026, the Company entered into an additional $100 million notional fixed-to-floating interest rate swap with a maturity date of March 2031. In February 2026, the Company entered into an additional $100 million notional fixed-to-floating interest rate swap with a maturity date of March 2033. These derivatives were designated as fair value hedges of the Company's Senior Notes.
At September 30, 2026, the total notional amount of interest rate swaps designated as fair value hedges was $300 million.
Net Investment Hedges - The Company enters into cross-currency swaps to hedge portions of the Company’s investment in foreign operations and manage foreign exchange risk. For instruments that are designated and qualify as hedges of net investments in foreign operations and that meet the effectiveness requirements, the net gains and losses attributable to changes in spot exchange rates are recorded in cumulative translation within other comprehensive income. Amounts excluded from the assessment of effectiveness are recognized in interest expense using the spot method. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation of the net investment in the foreign operation.
For the three and nine months ended September 30, 2026, the Company recognized a pre-tax gain of $11 million and $35 million, respectively, as adjustments to cumulative translation within other comprehensive income (loss). For the three and nine months ended September 30, 2025, the Company recognized in cumulative translation within other comprehensive income (loss) a pre-tax gain of $4 million and a pre-tax loss of $74 million, respectively.
Derivatives Not Designated as Hedging Instruments - Derivatives not designated as hedging instruments include foreign currency contracts to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances.
These derivative instruments are not designated in a hedging relationship; therefore, fair value gains and losses on these contracts are recorded in earnings. The company does not hold or issue derivative financial instruments for trading purposes.
Statement of Income Location and Impact of Derivative Instruments
The impact to income related to both derivative instruments designated in cash flow hedging relationships and those not designated as hedging instruments for the three and nine months ended September 30, 2026 and 2025 were not material. The impact from derivative instruments designated in cash flow hedging relationships was reflected within cost of sales and the impact from derivatives not designated as hedging instruments was reflected within other expense (income), net on the condensed consolidated statements of income.
17
Location, Fair Value, and Gross Notional Amounts of Derivative Instruments
The following tables summarize the fair value of Solventum’s derivative instruments and their location in the condensed consolidated balance sheets. Notional amounts below are presented at period end foreign exchange rates.
| Gross Notional Amount | Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | Location | Fair Value Amount | Location | Fair Value Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, | December 31, | September 30, | December 31, | September 30, | December 31, | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | Other assets | Other liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps | Other assets | Other liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swaps | Other assets | Other liabilities | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | $ | Other current assets | $ | $ | Other current liabilities | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosure: The Company’s derivative assets and liabilities within the scope of ASC 815, Derivatives and Hedging, are required to be recorded at fair value. The Company’s derivatives that are recorded at fair value include foreign currency forward contracts and cross-currency swaps. Solventum has determined that these derivatives are considered Level 2 fair value measurements. Solventum determines fair value using observable inputs including foreign currency exchange rates.
Credit Risk and Offsetting of Assets and Liabilities of Derivative Instruments: The Company is exposed to credit loss in the event of nonperformance by counterparties in forward contracts. However, the Company’s risk is limited to the fair value of the instruments. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. Solventum enters into master netting arrangements with counterparties, which may allow each counterparty to net settle amounts owed between a Solventum entity and the counterparty as a result of multiple, separate derivative transactions. The Company does not anticipate nonperformance by any of these counterparties.
Solventum has elected to present the fair value of derivative assets and liabilities within the Company’s condensed consolidated balance sheets on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. Solventum determined that the impact of the amount of eligible offsetting derivative assets and liabilities was not material if it had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period based on the Solventum entity that is a party to the transactions. Derivatives not subject to master netting agreements are not eligible for net presentation. For the periods presented, Solventum has not received cash collateral from derivative counterparties.
NOTE 12. Commitments and Contingencies
Legal Proceedings
Solventum is the subject of numerous claims and lawsuits, principally in the United States, and regulatory proceedings worldwide. These claims, lawsuits and proceedings relate to matters including, but not limited to, product liability (involving products that the Company now or formerly manufactured and sold, including products made by the Health Care Business Group at 3M), intellectual property, commercial, antitrust, and federal healthcare program related laws and regulations, such as the False Claims Act and anti-kickback laws in the United States and other jurisdictions. Unless otherwise stated, Solventum is vigorously defending any litigation and proceedings involving these matters. From time to time, Solventum also receives subpoenas, investigative demands or requests for information from various government agencies in the United States and foreign countries. Solventum generally responds in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such requests can also lead to the assertion of claims or the commencement of administrative, civil, or criminal legal proceedings against Solventum and others,
18
as well as to settlements. The outcomes of legal proceedings and regulatory matters are often difficult to predict. Any determination that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in an award of damages or the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, suspension or debarment or injunctive relief.
Process for Disclosure and Recording of Liabilities Related to Legal Proceedings
Many lawsuits and claims involve highly complex issues relating to causation, scientific evidence, and alleged actual damages, all of which are otherwise subject to substantial uncertainties. Assessments of lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. The categories of legal proceedings in which the Company is involved may include multiple lawsuits and claims, may be spread across multiple jurisdictions and courts that may handle the lawsuits and claims differently, may involve numerous and different types of plaintiffs, raising claims and legal theories based on specific allegations that may not apply to other matters, and may seek substantial compensatory and, in some cases, punitive damages. These and other factors contribute to the complexity of these lawsuits and claims and make it difficult for the Company to predict outcomes and make reasonable estimates of any resulting losses. The Company's ability to predict outcomes and make reasonable estimates of potential losses is further influenced by the fact that a resolution of one or more matters within a category of legal proceedings may impact the resolution of other matters in that category in terms of timing, amount of liability, or both.
When making determinations about recording liabilities related to legal proceedings, the Company complies with the requirements of ASC 450, Contingencies, and related guidance, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. Where the reasonable estimate of the probable loss is a range, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range if there is no one best estimate. The Company either discloses the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made. The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a loss may be incurred. Based on experience and developments, the Company reexamines its estimates of probable liabilities and associated expenses and receivables each period, and whether a loss previously determined to not be reasonably estimable and/or not probable is now able to be reasonably estimated or has become probable. Where appropriate, the Company makes additions to or adjustments of its reasonably estimated losses and/or accruals. As a result, the current accruals and/or estimates of loss and the estimates of the potential impact on the Company’s consolidated financial position, results of operations and cash flows for the legal proceedings and claims pending against the Company will likely change over time. During the three and nine months ended September 30, 2026, the Company recognized zero and $204 million in legal charges. During the three and nine months ended September 30, 2025, the Company recognized zero and $12 million in legal charges, respectively. During the nine months ended September 30, 2026 and 2025, the Company made payments of $1 million and $16 million, respectively, related to legal settlements, which reduced the accrued litigation balance. At September 30, 2026 and December 31, 2025, accrued litigation costs were $234 million and $31 million, respectively.
Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, the Company may ultimately incur charges substantially in excess of presently recorded liabilities, including with respect to matters for which no accruals are currently recorded because losses are not currently probable and reasonably estimable. Many of the matters described herein are at varying stages, seek an indeterminate amount of damages or seek damages in amounts that the Company believes are not indicative of the ultimate losses that may be incurred. It is not uncommon for claims to be resolved over many years. As a matter progresses, the Company may receive information, through plaintiff demands, through discovery, in the form of reports of purported experts, or in the context of settlement or mediation discussions that purport to quantify an amount of alleged damages, but with which the Company may not agree. Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter. However, even when a loss or range of loss is not probable and reasonably estimable, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its consolidated financial position, results of operations and cash flows. In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.
Process for Disclosure and Recording of Insurance Receivables Related to Legal Proceedings
The Company estimates insurance receivables based on an analysis of the terms of its numerous policies, including their exclusions, pertinent case law interpreting comparable policies, its experience with similar claims, and assessment of the nature of the claim and remaining coverage, and records an amount it has concluded is recognizable and expects to receive in light of the loss recovery and/or gain contingency models under ASC 450, ASC 610-30, and related guidance. For those insured legal proceedings for which the Company has recorded an accrued liability in its financial statements, the Company also records receivables for the amount of insurance that it concludes as recognizable from the Company’s insurance program. For those
19
insured matters for which the Company has not recorded an accrued liability because the liability is not probable or the amount of the liability is not estimable, or both, but for which the Company has incurred an expense in defending itself, the Company records receivables for the amount of insurance that it concludes as recognizable for the expense incurred.
During the second quarter of 2026, the Company received proceeds of $55 million related to an insurance policy covering previously incurred litigation costs. The Company has not recognized any other receivables for insurance as recovery is not deemed probable at this time.
Product Liability Litigation
The following sections first describe the significant legal proceedings in which the Company is involved, and then describe the liabilities, if any, the Company has accrued relating to its significant legal proceedings.
3M is a named defendant in approximately 8,400 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger patient warming system. Under the terms of the Separation and Distribution Agreement by and between Solventum and 3M (the "Separation and Distribution Agreement"), Solventum has agreed to indemnify 3M for uninsured liabilities related to the Bair Hugger patient warming system, to manage the litigation, and pay for legal expenses.
The U.S. Judicial Panel on Multidistrict Litigation ("JPML") has consolidated all cases pending in federal courts to the U.S. District Court for the District of Minnesota to be managed in a multi-district litigation ("MDL") proceeding. In July 2019, the court excluded several of the plaintiffs’ causation experts, and granted summary judgment for 3M in all cases pending at that time in the MDL; however, those decisions were subsequently reversed by the U.S. Court of Appeals for the Eighth Circuit. The parties are actively litigating several MDL bellwether and state court cases.
In addition to the federal MDL cases, there are eight filed state court personal injury cases relating to the Bair Hugger patient warming systems, including a multi-plaintiff case of amputees in Ramsey County, Minnesota.
In June 2016, 3M was served with a putative class action filed in the Ontario Superior Court of Justice for all Canadian residents who underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections that the representative plaintiff claims were due to the use of the Bair Hugger patient warming system. The representative plaintiff seeks relief (including punitive damages) under Canadian law based on theories similar to those asserted in the MDL.
For product liability litigation matters described in this section for which a liability has been recorded, the amount recorded is included in the disclosed amounts in the preceding "Process for Disclosure and Recording of Liabilities Related to Legal Proceedings" section. During the second quarter of 2026, based on developments in the Bair Hugger matter, the Company increased its litigation accrual to management's best estimate of probable loss at this time. The Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.
Warranties/Guarantees
The Company had approximately $96 million and $82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at September 30, 2026 and December 31, 2025, respectively. These instruments are utilized in connection with normal business activities. Furthermore, the Company does not disclose information on its product warranties, as management considers the balance immaterial to its consolidated results of operations and financial condition.
Tariffs
In 2025, the United States government announced tariffs on imported goods from certain countries. In response, some of those countries threatened or imposed retaliatory tariffs and other measures. On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (the "IEEPA") does not provide authority for the President to impose tariffs.
IEEPA tariff refunds are accounted for as a gain contingency and are recognized in the financial statements when fully realized or realizable. Refunds attributed to inventory previously sold are recorded as a reduction of cost of product and refunds attributed to costs for hardware units in service are recorded as a reduction in other assets.
20
NOTE 13. Restructuring
Transform for the Future
In November 2025, the Company approved its new multiyear 'Transform for the Future' global initiative (the "Program") to further enable its long-term growth strategy and ensure it's best positioned to compete-to-win in a rapidly changing healthcare environment. Designed to transform the cost structure, enhance operational efficiency, and reposition for profitable growth, the primary activities of the Program include operating structure optimization and workforce reorganization, procurement and cost management, supply chain, manufacturing and global footprint optimization, and streamlining systems and increased automation to improve operational efficiency. Once fully implemented, the four-year program is expected to generate approximately $500 million in annual cost savings, a portion of which will be reinvested in strategic growth initiatives. Since inception of the program the Company has incurred costs of $182 million. Over the life of the Program, the Company anticipates total pretax costs will be approximately $500 million.
The related restructuring charges for periods presented were recorded in the consolidated statements of income as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Cost of software and rentals | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| Total operating income impact | $ | $ | $ | $ | ||||||||||||||||||||||
Restructuring actions, including cash and non-cash impacts, are as follows:
| (Millions) | Employee Termination Benefits | Other Restructuring-related | Total | |||||||||||||||||
| Expense incurred in 2025 | $ | $ | $ | |||||||||||||||||
| Non-cash changes | ( | ( | ||||||||||||||||||
| Cash payments | ( | ( | ( | |||||||||||||||||
| Accrued liabilities as of December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Expense incurred in first quarter of 2026 | $ | $ | $ | |||||||||||||||||
| Non-cash changes | ||||||||||||||||||||
| Cash payments | ( | ( | ( | |||||||||||||||||
| Accrued liabilities as of March 31, 2026 | $ | $ | $ | |||||||||||||||||
| Expense incurred in second quarter of 2026 | $ | $ | $ | |||||||||||||||||
| Non-cash changes | ( | ( | ||||||||||||||||||
| Cash payments | ( | ( | ( | |||||||||||||||||
| Accrued liabilities as of June 30, 2026 | $ | $ | $ | |||||||||||||||||
| Expense incurred in third quarter of 2026 | $ | $ | $ | |||||||||||||||||
| Non-cash changes | ( | ( | ||||||||||||||||||
| Cash payments | ( | ( | ( | |||||||||||||||||
| Accrued liabilities as of September 30, 2026 | $ | $ | $ | |||||||||||||||||
Other includes charges associated with salaries and wages of employees fully dedicated to the Program, asset write-downs related to transformation activities and consulting service fees. All Program charges were recognized within Corporate and are not included within business segment results.
21
Solventum Way
In the fourth quarter of 2024, the Company announced its Solventum Way restructuring program, which is a reorganization designed to establish a more flexible and decentralized structure, create headroom to invest for growth and an operating model that enhances margins over time. The actions under the Solventum Way restructuring program are substantially complete.
The related restructuring charges for periods presented were recorded in the consolidated statements of income as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| $ | $ | ( | $ | $ | ||||||||||||||||||||||
| Cost of software and rentals | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | |||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| Total operating income impact | $ | ( | $ | $ | $ | |||||||||||||||||||||
Restructuring actions, including cash and non-cash impacts, are as follows:
| (Millions) | Employee Termination Benefits and Other | |||||||||||||||||||
| Accrued liabilities as of December 31, 2024 | $ | |||||||||||||||||||
| Expense incurred in 2025 | ||||||||||||||||||||
| Non-cash changes | ( | |||||||||||||||||||
| Cash payments | ( | |||||||||||||||||||
| Accrued liabilities as of December 31, 2025 | $ | |||||||||||||||||||
| Expense incurred in first quarter of 2026 | $ | |||||||||||||||||||
| Cash payments | ( | |||||||||||||||||||
| Accrued liabilities as of March 31, 2026 | $ | |||||||||||||||||||
| Expense incurred in second quarter of 2026 | $ | |||||||||||||||||||
| Cash payments | ( | |||||||||||||||||||
| Accrued liabilities as of June 30, 2026 | $ | |||||||||||||||||||
| Expense incurred in third quarter of 2026 | $ | ( | ||||||||||||||||||
| Cash payments | $ | ( | ||||||||||||||||||
| Accrued liabilities as of September 30, 2026 | $ | |||||||||||||||||||
Other primarily includes charges associated with asset write-offs and other contractual third party termination costs. All program charges were recognized within Corporate and are not included within business segment results.
22
NOTE 14. Earnings Per Share
The dilutive effect of outstanding stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”) is reflected in the calculation of earnings per share using the treasury stock method. Diluted earnings per share excludes certain shares issuable under stock-based compensation plans because the effect would have been antidilutive.
The computations for basic and diluted earnings per share are as follows:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Amounts in millions, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
Weighted average common shares outstanding – basic | ||||||||||||||||||||||||||
| Dilution associated with stock-based compensation plans | ||||||||||||||||||||||||||
| Weighted average common shares outstanding – diluted | ||||||||||||||||||||||||||
| Basic earnings per share | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Diluted earnings per share | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Antidilutive shares | ||||||||||||||||||||||||||
NOTE 15. Stock-Based Compensation
Solventum grants annual stock-based compensation awards to certain employees and non-employee directors. In 2026, the Company's annual grant occurred in the first quarter and included: 1.3 million RSUs that vest over 3 years with a weighted average grant date fair value of $70.78 and 0.5 million PSUs that vest based on a combination of service, performance and market conditions, with a weighted average grant date fair value of $73.28 . The actual number of PSUs that vest could range from 0 % to 200 % of the target number of shares granted and will be determined based on the Company's performance against financial targets and total shareholder return relative to a selected industry peer group; performance is measured over a three-year period ending December 31, 2028.
RSU awards granted as part of the annual grant contain a retirement provision whereby employees who have reached age 55 and completed ten years of service with the Company continue to vest in their award after they retire. Expense for the RSU awards granted to retirement eligible recipients is immediately recognized on the grant date as the award contains a non-substantive vesting condition. Annual PSU awards contain a similar retirement provision, but include a one-year service condition to fully vest in the award. Expense for PSU awards to retirement eligible recipients is recognized over the one-year service period.
23
Employee Stock Purchase Plan
Solventum offers an Employee Stock Purchase Plan (“ESPP”) which provides substantially all employees the option to purchase company stock through payroll deductions at a 15 % discount, calculated based on the closing market price of Solventum stock at the end of the offering period. The plan provides two six-month offering periods, commencing on January 1 and July 1. An aggregate of 4.0 million shares of the Company’s common stock has been authorized for issuance under the ESPP. Expense related to the ESPP was immaterial
Stock-Based Compensation Expense
Amounts recognized in the condensed consolidated financial statements related to both stock-based compensation awards, including stock options, RSUs, and PSUs, and the Company's ESPP are provided in the following table. Total stock-based compensation expense recognized in cost of product and cost of software and rentals has been combined in the table below within cost of sales. Capitalized stock-based compensation amounts were not material.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
| Research and development expenses | ||||||||||||||||||||||||||
| Stock-based compensation expenses | ||||||||||||||||||||||||||
| Income tax benefits (expense) | ( | ( | ( | ( | ||||||||||||||||||||||
Stock-based compensation expenses, net of tax | $ | $ | $ | $ | ||||||||||||||||||||||
NOTE 16. Related Parties
Related Party Transactions After Spin-Off
Separation and Distribution Agreement and Other Related Party Transactions with 3M
In connection with the Spin-Off on April 1, 2024, the Company entered into or adopted several agreements that provide a framework for Solventum's relationship with 3M after the separation and distribution. Below is a summary of activity between Solventum and 3M for the periods presented:
•Separation related adjustments, which are the net impact of certain assets and liabilities that were retained by 3M and those that were transferred to Solventum as of March 31, 2024. This activity, including adjustments since the Spin-Off, is reflected in the “Net transfers to 3M” line item of the condensed consolidated statements of changes in equity.
•Transition agreement expenses for the three and nine months ended September 30, 2026 were $86 million and $288 million, respectively, and for the three and nine months ended September 30, 2025 were $145 million and $417 million, respectively, and are related to services received under transition agreements between the Company and 3M and its affiliates. These expenses are reflected in cost of product and operating expense (which is comprised of selling, general and administrative and research and development expenses) on the Company's condensed consolidated statements of income.
•Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $16 million and $11 million, respectively, for the three months ended September 30, 2026. The Company recognized revenue and cost of sales associated with products sold to 3M of $56 million and $37 million, respectively, for the nine months ended September 30, 2026. The Company recognized revenue and cost of sales associated with products sold to 3M of $22 million and $17 million, respectively, for the three months ended September 30, 2025. The Company recognized revenue and cost of sales associated with products sold to 3M of $64 million and $48 million, respectively, for the nine months ended September 30, 2025. Cost of product related to purchases from 3M under the master supply agreements was $26 million and $144 million for the three and nine months ended September 30, 2026, respectively, and $64 million and $185 million for the three and nine months ended September 30, 2025, respectively.
Related Party Transactions
The Company had the following transactions with 3M and its affiliates, primarily in connection with the transition and master supply agreements, reported in the Company’s condensed consolidated financial statements:
24
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales of product | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of product | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||||||||||||
Research and development expenses | ||||||||||||||||||||||||||
Current amounts due from and due to 3M under various agreements described above are recognized within the due from related parties and due to related parties, as applicable, in the condensed consolidated financial statements. There were no non-current amounts due to 3M at September 30, 2026.
NOTE 17. Business Segments
Operating segments include components of an enterprise where separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) for the purpose of assessing performance and allocating resources. The Company’s CODM is its Chief Executive Officer. The primary profitability measurement used by the CODM to review segment operating results is segment operating income. The CODM uses segment operating income to allocate resources during the strategic planning process and then holds the segments accountable to the resourcing decisions during the annual budgeting process. The CODM does not use asset information by segment to evaluate reportable segments as the CODM does not receive discrete asset information by segment. Beginning in third quarter 2025, as a result of the sale of the Purification and Filtration business, the Company’s operating activities are managed primarily through the following reportable segments: MedSurg, Dental Solutions, and Health Information Systems. There have been no changes to the composition of or to financial information reported within each of these reportable segments. These segments have been identified based on the nature of the products sold and how the Company manages its operations. Transactions among reportable segments are recorded at cost. No operating segments have been aggregated to form reportable segments.
All Other includes the drinking water business, which was previously reported within the Purification and Filtration business segment. The drinking water business results have been reclassified for comparability within All Other for all historical periods. All Other also includes sales and cost of sales related to our supply agreements with 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included in Corporate and Unallocated.
Certain items are maintained at the corporate level and not allocated to the segments ("Corporate and Unallocated"). Corporate and Unallocated primarily includes amortization of acquired intangible assets, restructuring and related charges, timing related benefits or costs associated with capitalized manufacturing variances, charges and recoveries related to certain litigation, transaction-related costs for acquisitions and divestitures, and gains on sale of businesses. In addition, Corporate and Unallocated includes Spin-Off and separation related costs. Spin-Off and separation related costs include any costs incurred as part of our separation from 3M and costs to setup operations as a standalone company, including system implementations, manufacturing relocations, certain equity awards granted as part of the Spin-Off, profit mark-ups on transition service arrangements with 3M and other one-time costs. Corporate and Unallocated also includes income and costs related to transition service agreements entered into in connection with the sale of the Purification and Filtration business.
Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis. Business segment operating income is reconciled to total operating income and pre-tax income below.
Consistent accounting policies have been applied on a consolidated basis as well as by all segments for all reporting periods.
25
Business Segment Information and Disaggregated Net Sales
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
Net Sales (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Advanced Wound Care | $ | $ | $ | $ | ||||||||||||||||||||||
| Infection Prevention and Surgical Solutions | ||||||||||||||||||||||||||
| MedSurg | ||||||||||||||||||||||||||
| Dental Solutions | ||||||||||||||||||||||||||
| Health Information Systems | ||||||||||||||||||||||||||
| Total reportable segment net sales | ||||||||||||||||||||||||||
| Purification and Filtration | ||||||||||||||||||||||||||
| All Other | ||||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| Cost of Sales (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| MedSurg | $ | $ | $ | $ | ||||||||||||||||||||||
| Dental Solutions | ||||||||||||||||||||||||||
| Health Information Systems | ||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| Operating Expenses (Millions)* | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| MedSurg | $ | $ | $ | $ | ||||||||||||||||||||||
| Dental Solutions | ||||||||||||||||||||||||||
| Health Information Systems | ||||||||||||||||||||||||||
| * Operating expenses are comprised of selling, general and administrative expenses and research and development expenses as shown on the condensed consolidated statements of income. | ||||||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
Operating Performance (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| MedSurg | $ | $ | $ | $ | ||||||||||||||||||||||
| Dental Solutions | ||||||||||||||||||||||||||
| Health Information Systems | ||||||||||||||||||||||||||
| Total reportable segment operating income | ||||||||||||||||||||||||||
| Purification and Filtration | ||||||||||||||||||||||||||
| All Other | ||||||||||||||||||||||||||
| Amortization expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Corporate and Unallocated | ( | ( | ||||||||||||||||||||||||
| Total operating income | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Loss on extinguishment of debt, net | ||||||||||||||||||||||||||
| Other expense/(income), net | ||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | $ | $ | $ | |||||||||||||||||||||
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Solventum Corporation's ("Solventum," "we," "our," "us," or the "Company") condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the three and nine months ended September 30, 2026 and 2025. For full understanding of the Company’s financial condition and results of operations, the discussion below should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, and particularly in Item 1A, “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K and as updated in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. Amounts reported within this interim report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Solventum’s financial statements with a narrative from the perspective of management. Solventum’s MD&A is presented in the following sections:
•Overview
•Results of Operations
•Performance by Business Segment
•Financial Condition and Liquidity
Overview
Solventum is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs. We constantly seek to enable the improvement of standards of care and move healthcare forward with innovation powered by insights, clinical intelligence, technology, and manufacturing expertise. Our 70+ year history of discovering and innovating advanced solutions has helped us solve our customers’ toughest challenges and become a trusted partner.
Separation of Health Information Systems Business
On August 5, 2026, the Company announced its intention to pursue a separation of its Health Information Systems business as part of the company's ongoing portfolio optimization strategy. The company is evaluating a range of separation pathways with the objective of maximizing shareholder value that position both businesses for long-term success, accelerated innovation and enhanced growth opportunities.
Economic Environment - Tariffs
In 2025, the United States government announced tariffs on imported goods from certain countries. In response, some of those countries threatened or imposed retaliatory tariffs and other measures. On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (the "IEEPA") does not provide authority for the President to impose tariffs. During 2025, certain tariffs that impacted us were imposed under this statute pursuant to presidential executive order. The IEEPA tariffs were refunded in 2026. The U.S. has subsequently implemented new tariffs under different authorities, including Sections 122, 301, 338 and 232. The Company will continue to monitor developments.
IEEPA tariff refunds are accounted for as a gain contingency and are recognized in the financial statements when fully realized or realizable. Refunds attributed to inventory previously sold are recorded as a reduction to cost of product and refunds attributed to hardware units are recorded as a reduction to carrying value of the capitalized assets.
In April 2026, the U.S. Customs and Border Protection ("CBP") agency formalized a process for refunds. In June 2026, the Company submitted requests for refunds that were accepted by the CBP totaling approximately $120 million, including interest. The Company has recovered $118 million of the receivable as of September 30, 2026.
27
Operating Segments and Sales Change Information
Solventum manages its operations in three reportable business segments: MedSurg, Dental Solutions, and Health Information Systems. On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. ("Buyer"). On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement (as amended, the "Agreement"), to exclude the Company’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"). 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 billion.
The Company's sales in the third quarter of 2026 were negatively impacted as customers reduced inventory to normal levels following a second quarter 2026 benefit of approximately $125 million from advanced customer ordering in connection with the Company's July 2026 U.S. enterprise resource planning ("ERP") deployment.
References are made to organic sales change, which is defined as the change in net sales, absent the separate impacts on sales from foreign currency translation and acquisitions, net of divestitures. Constant currency, as reflected in the tables below, is defined as the change in net sales absent the impact on sales from foreign currency translation. Other, as comprised in the tables below, includes acquisition and divestiture-related activities. Total Company divestiture impacts include lost sales from the Company’s Purification and Filtration business that was sold in September 2025. Solventum believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.
Sales and Operating Income by Business Segment:
The following tables contain sales and operating results by business segment for all periods presented. The Company’s use of the term “NM” reflects results considered not material due to either not having material activity in comparable prior years or is not meaningful. Refer to the section entitled “—Performance by Business Segment” below for discussion of sales change and operating performance. Refer to Note 17 to the condensed consolidated financial statements for additional information on business segments.
28
Segment and Total Company Net Sales
| Three months ended September 30, | Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | Reported Growth | Currency Impact | Constant Currency | Other | Organic Growth | |||||||||||||||||||||||||||||||||||||
| Segment Sales | ||||||||||||||||||||||||||||||||||||||||||||
| Advanced Wound Care | $ | 528 | $ | 485 | 8.9 | % | 0.2 | % | 8.7 | % | 7.2 | % | 1.5 | % | ||||||||||||||||||||||||||||||
| Infection Prevention and Surgical Solutions | 683 | 722 | (5.3) | 0.4 | (5.7) | — | (5.7) | |||||||||||||||||||||||||||||||||||||
| MedSurg | 1,211 | 1,206 | 0.4 | 0.3 | 0.1 | 2.9 | (2.8) | |||||||||||||||||||||||||||||||||||||
| Dental Solutions | 317 | 340 | (6.7) | 0.7 | (7.4) | — | (7.4) | |||||||||||||||||||||||||||||||||||||
| Health Information Systems | 356 | 345 | 3.3 | 0.1 | 3.2 | (1.2) | 4.4 | |||||||||||||||||||||||||||||||||||||
| Purification and Filtration | — | 128 | NM | NM | NM | NM | NM | |||||||||||||||||||||||||||||||||||||
| All Other | 64 | 77 | (15.9) | (0.4) | (15.5) | — | (15.5) | |||||||||||||||||||||||||||||||||||||
| Total Company | $ | 1,949 | $ | 2,096 | (7.0) | % | 0.3 | % | (7.3) | % | (4.5) % | (2.8) | % | |||||||||||||||||||||||||||||||
| Nine months ended September 30, | Increase/(Decrease) | |||||||||||||||||||||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | Reported Growth | Currency Impact | Constant Currency | Other | Organic Growth | |||||||||||||||||||||||||||||||||||||
| Segment Sales | ||||||||||||||||||||||||||||||||||||||||||||
| Advanced Wound Care | $ | 1,561 | $ | 1,400 | 11.5 | % | 1.2 | % | 10.3 | % | 6.7 | % | 3.6 | % | ||||||||||||||||||||||||||||||
| Infection Prevention and Surgical Solutions | 2,256 | 2,182 | 3.4 | 1.6 | 1.8 | — | 1.8 | |||||||||||||||||||||||||||||||||||||
| MedSurg | 3,818 | 3,581 | 6.6 | 1.5 | 5.1 | 2.6 | 2.5 | |||||||||||||||||||||||||||||||||||||
| Dental Solutions | 1,067 | 1,006 | 6.0 | 2.3 | 3.7 | — | 3.7 | |||||||||||||||||||||||||||||||||||||
| Health Information Systems | 1,052 | 1,012 | 4.0 | 0.4 | 3.6 | (1.2) | 4.8 | |||||||||||||||||||||||||||||||||||||
| Purification and Filtration | — | 497 | NM | NM | NM | NM | NM | |||||||||||||||||||||||||||||||||||||
| All Other | 227 | 230 | (1.0) | 1.1 | (2.1) | — | (2.1) | |||||||||||||||||||||||||||||||||||||
| Total Company | $ | 6,165 | $ | 6,327 | (2.6) | % | 1.3 | % | (3.9) | % | (6.8) % | 2.9 | % | |||||||||||||||||||||||||||||||
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Segment and Total Company Operating Income
| Three months ended September 30, | ||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 vs 2025 change | |||||||||||||||||
| Segment Operating Income | ||||||||||||||||||||
| MedSurg | $ | 194 | $ | 203 | (4.4) | % | ||||||||||||||
| Dental Solutions | 64 | 87 | (27.0) | |||||||||||||||||
| Health Information Systems | 149 | 134 | 11.1 | |||||||||||||||||
| Purification and Filtration | — | 26 | NM | |||||||||||||||||
| All Other | 10 | 12 | (14.0) | |||||||||||||||||
| Corporate and Unallocated | (349) | 1,228 | (128.4) | |||||||||||||||||
| Total Company | $ | 68 | $ | 1,690 | (96.0) | % | ||||||||||||||
| Nine months ended September 30, | ||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 vs 2025 change | |||||||||||||||||
| Segment Operating Income | ||||||||||||||||||||
| MedSurg | $ | 710 | $ | 619 | 14.6 | % | ||||||||||||||
| Dental Solutions | 281 | 262 | 7.4 | |||||||||||||||||
| Health Information Systems | 424 | 363 | 17.0 | |||||||||||||||||
| Purification and Filtration | — | 96 | NM | |||||||||||||||||
| All Other | 41 | 31 | 29.0 | |||||||||||||||||
| Corporate and Unallocated | (1,127) | 686 | (264.4) | |||||||||||||||||
| Total Company | $ | 329 | $ | 2,057 | (84.0) | % | ||||||||||||||
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Net Sales by Geographic Area
While the Company manages its businesses globally and believes its business segment results are the most relevant measure of performance, the Company also utilizes geographic area data as a secondary performance measure. Sales are generally reported within the geographic area based on the location of the customer taking possession of the products or in which services are rendered.
Percent change information compares the three and nine months ended September 30, 2026 with the same period for the prior year, unless otherwise indicated.
| Three months ended September 30, 2026 | ||||||||||||||||||||
| (Millions) | United States | International | Worldwide | |||||||||||||||||
| Net sales | $ | 1,131 | $ | 818 | $ | 1,949 | ||||||||||||||
| % of worldwide sales | 58.0 | % | 42.0 | % | 100.0 | % | ||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||
| Organic growth | (4.2) | % | (1.0) | % | (2.8) | % | ||||||||||||||
| Other | (0.3) | (10.0) | (4.5) | |||||||||||||||||
| Constant currency | (4.5) | (11.0) | (7.3) | |||||||||||||||||
| Currency impact | — | 0.7 | 0.3 | |||||||||||||||||
| Reported growth | (4.5) | % | (10.3) | % | (7.0) | % | ||||||||||||||
| Nine months ended September 30, 2026 | ||||||||||||||||||||
| (Millions) | United States | International | Worldwide | |||||||||||||||||
| Net sales (millions) | $ | 3,605 | $ | 2,560 | $ | 6,165 | ||||||||||||||
| % of worldwide sales | 58.5 | % | 41.5 | % | 100.0 | % | ||||||||||||||
| Increase/(decrease) | ||||||||||||||||||||
| Organic growth | 4.5 | % | 0.7 | % | 2.9 | % | ||||||||||||||
| Other | (1.9) | (12.7) | (6.8) | |||||||||||||||||
| Constant currency | 2.6 | (12.0) | (3.9) | |||||||||||||||||
| Currency impact | — | 3.0 | 1.3 | |||||||||||||||||
| Reported growth | 2.6 | % | (9.0) | % | (2.6) | % | ||||||||||||||
Additional information beyond what is included in the preceding table is as follows:
Third quarter 2026 results:
•In the United States geographic area, both total and organic sales decreased. Organic sales declined in both MedSurg and Dental Solutions due to the impact of the Company's ERP deployment in July 2026, which drove approximately $125 million of advanced customer ordering in the second quarter of 2026. The decline was partially offset by an increase in Health Information Systems. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025, partially offset by sales from the December 2025 acquisition of Acera.
•In the International geographic area, both total and organic sales decreased. Organic sales declined in MedSurg, partially offset by increases in Dental Solutions and Health Information Systems. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025.
First nine months 2026 results:
•In the United States geographic area, both total and organic sales increased. Organic sales growth occurred in all business segments led by MedSurg and Health Information Systems. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025, partially offset by sales from the December 2025 acquisition of Acera.
•In the International geographic area, total sales decreased while organic sales increased. Organic growth was led by Dental Solutions and Health Information Systems, slightly offset by a decline in MedSurg. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025.
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Managing currency risks
Refer to Note 11 to the condensed consolidated financial statements for additional details on the Company's hedging program.
Foreign currency had a positive worldwide impact on sales for the third quarter 2026 compared to the same period last year. Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $6 million and $16 million for the three and nine months ended September 30, 2026, respectively.
Financial condition
Refer to the section entitled “—Financial Condition and Liquidity” below for a discussion of items impacting cash flows.
Results of Operations
Net Sales
Refer to the preceding “—Overview” section and the “—Performance by Business Segment” section later in MD&A for discussion of sales change.
Operating Expenses
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| (Percent of corresponding net sales) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Cost of product | 53.8 | % | 53.1 | % | 0.7 | % | 51.1 | % | 52.4 | % | (1.3) | % | ||||||||||||||||||||||||||
| Cost of software and rentals | 22.5 | 22.7 | (0.2) | 22.8 | 24.3 | (1.5) | ||||||||||||||||||||||||||||||||
Cost of Product
Cost of product includes manufacturing, engineering and logistics costs. The Company operates a global supply chain and sourcing organization, including product sourced under master supply and transition manufacturing agreements with 3M. As a result, the Company is impacted by changes in the global regulatory and economic environment, including tariffs. The evolving regulatory and economic environment may impact our cost or ability to source products. To the extent possible the Company takes actions to offset these costs or identify alternative sources of supply.
Cost of product, measured as a percent of sales of product, increased in the third quarter of 2026 as compared to the same period last year. The increase was primarily driven by the impact of additional freight, warehousing and other costs related to supporting the Company's U.S. ERP deployment.
Cost of product, measured as a percent of sales of product, decreased for the first nine months of 2026 as compared to the same period last year. The decrease was primarily driven by the IEEPA tariff refunds of $100 million received in 2026. Inflation and incremental new tariff activity was partially offset by savings programs.
Cost of Software and Rentals
Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment costs and logistics costs related to our hardware rental units.
Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during both the third quarter and first nine months of 2026 as compared to the same periods last year driven by benefits from both price and product mix.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| (Percent of total net sales) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Selling, general and administrative (SG&A) | 41.7 | % | 37.2 | % | 4.5 | % | 41.6 | % | 36.7 | % | 5.0 | % | ||||||||||||||||||||||||||
| Research and development (R&D) | 9.3 | 8.7 | 0.6 | 8.9 | 8.9 | — | ||||||||||||||||||||||||||||||||
| Gain on sale of business | — | (72.4) | 72.4 | — | (24.0) | 24.0 | ||||||||||||||||||||||||||||||||
| Operating income | 3.5 | 80.6 | (77.1) | 5.3 | 32.5 | (27.2) | ||||||||||||||||||||||||||||||||
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Selling, General and Administrative
SG&A, measured as a percent of total net sales, increased in both the third quarter and first nine months of 2026 when compared to the same period last year. The increase in the third quarter was driven by higher costs associated with our transform for the future restructuring program and lower sales due to our July ERP deployment. The increase for the nine months ended was primarily driven by our transform for the future restructuring, accrued legal expenses, partially offset by insurance recoveries, and higher costs associated with activities to separate operations from 3M.
Research and Development
R&D, measured as a percent of total net sales, increased in the third quarter and remained flat for the first nine months of 2026 when compared to the same period last year. The increase in the third quarter was driven by the impact of additional amortization expense from the acquisition of Acera, partially offset by higher capitalized software development costs.
Gain on Sale of Business
The Company completed the sale of the Purification and Filtration business in the third quarter of 2025. This resulted in a net gain of $1.5 billion for both the third quarter and first nine months of 2025.
Interest Expense, Net and Other Expense (Income), Net
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Interest expense, net | $ | 68 | $ | 89 | $ | 194 | $ | 296 | ||||||||||||||||||
| Loss on debt extinguishment, net | — | 82 | — | 82 | ||||||||||||||||||||||
| Other expense (income), net | 10 | 5 | $ | 23 | $ | 24 | ||||||||||||||||||||
Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased for both the three and nine months ended September 30, 2026 as compared to the same period last year due to lower interest expense as a result of lower debt outstanding.
Loss on debt extinguishment, net includes charges incurred in the third quarter of 2025 from the differential between carrying value and the amount paid to acquire the tendered Senior Notes and related expenses. These charges were partially offset by the gain from interest rate swaps entered into and subsequently settled in connection with the sale of the Purification and Filtration business.
Other expense (income), net includes the non-service component of periodic pension cost, investment gains and losses, and foreign currency transaction gain (loss). Other expense (income), net increased for the three months ended September 30, 2026 as compared to the same period last year primarily due to higher foreign currency transaction losses. Other expense (income), net decreased slightly for the nine months ended September 30, 2026 as compared to the same period last year primarily due to lower periodic pension costs, higher gains on investments, largely offset by higher foreign currency transaction losses.
Provision for (benefit from) Income Taxes:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Percent of pre-tax income/loss) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Effective tax rate | (6.5) | % | 16.4 | % | 17.1 | % | 9.8 | % | ||||||||||||||||||
Refer to Note 8 to the condensed consolidated financial statements for further discussion of income taxes.
Performance by Business Segment
Note 17 to the condensed consolidated financial statements provides an overview of Solventum’s reportable business segments. Upon closing the sale of our Purification and Filtration business, we primarily manage our operations in three business segments: MedSurg, Dental Solutions, and Health Information Systems. Our Chief Operating Decision Maker evaluates segment operating performance using net sales and business segment operating income.
All Other
All Other primarily consists of the Water Business that was retained after the sale of the Purification and Filtration Business. All Other also includes sales and cost of sales related to our agreements to supply 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included within Corporate and Unallocated.
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Corporate and Unallocated
Certain items are maintained at the corporate level and not allocated to the segments ("Corporate and Unallocated"). Corporate and Unallocated primarily includes amortization of acquired intangible assets, restructuring and related charges, timing related benefits or costs associated with capitalized manufacturing variances, charges and recoveries related to certain litigation, transaction-related costs for acquisitions and divestitures and gains on sale of businesses. In addition, Corporate and Unallocated includes Spin-Off and separation related costs. Spin-Off and separation related costs include any costs incurred as part of our separation from 3M and costs to setup operations as a standalone company, including system implementations, manufacturing relocations, certain equity awards granted as part of the Spin-Off, profit mark-ups on transition service arrangements with 3M and other one-time costs. Corporate and Unallocated also includes income and costs related to transition service agreements entered into in connection with the sale of the Purification and Filtration business.
Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.
Operating Business Segments
Information related to the Company’s segments is presented in the tables that follow with additional context in the corresponding narrative below the tables.
MedSurg (62.1% and 61.9% of consolidated sales for the three and nine months ended September 30, 2026)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 1,211 | $ | 1,206 | $ | 3,818 | $ | 3,581 | ||||||||||||||||||
Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | (2.8) | % | 1.1 | % | 2.5 | % | 3.6 | % | ||||||||||||||||||
Other | 2.9 | — | 2.6 | (0.3) | ||||||||||||||||||||||
| Constant currency | 0.1 | 1.1 | 5.1 | 3.3 | ||||||||||||||||||||||
Currency impact | 0.3 | 1.0 | 1.5 | 0.1 | ||||||||||||||||||||||
| Reported growth | 0.4 | % | 2.1 | % | 6.6 | % | 3.4 | % | ||||||||||||||||||
| Business segment operating income | $ | 194 | $ | 203 | $ | 710 | $ | 619 | ||||||||||||||||||
| Percent change | (4.4) | % | (16.5) | % | 14.6 | % | (8.7) | % | ||||||||||||||||||
| Percent of sales | 16.0 | % | 16.8 | % | 18.6 | % | 17.3 | % | ||||||||||||||||||
Third quarter 2026 results:
Sales in MedSurg were up 0.4%:
•Organic decline was impacted by approximately $85 million or 7% due to second quarter advanced order timing ahead of the Company's U.S. ERP deployment in July. Excluding the impact of advanced order timing, sales volumes grew in both our Infection Prevention and Surgical Solutions and Advanced Wound Care businesses. Growth was led by our I.V. site management and negative pressure wound therapy products. Growth was partially impacted by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.
•Other includes sales from the Company's December 2025 acquisition of Acera.
•Foreign currency translation positively impacted sales by 0.3%
Business segment operating income margin decreased slightly when compared to the same period last year. The decrease was driven by ERP order timing, higher business investments and compensation, partly offset by lower tariff costs and savings benefits from our Transform for the Future program.
First nine months 2026 results:
Sales in MedSurg were up 6.6%:
•Organic growth was driven by both volumes in our I.V. site management products, including Tegaderm CHG, within our Infection Prevention and Surgical Solutions business and negative pressure wound therapy products in our Advanced Wound Care business growth. Growth was partially offset by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.
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•Other includes sales from the Company's December 2025 acquisition of Acera.
•Foreign currency translation positively impacted sales by 1.5%.
Business segment operating income margin increased when compared to the same period last year. The increase was primarily driven by recognition of receivables for IEEPA tariff refunds. Benefits from cost savings programs, including Transform for the Future, have largely offset impacts from inflation, tariffs and incremental investments.
Dental Solutions (16.3% and 17.3% of consolidated sales for the three and nine months ended September 30, 2026)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 317 | $ | 340 | $ | 1,067 | $ | 1,006 | ||||||||||||||||||
Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | (7.4) | % | 6.5 | % | 3.7 | % | 2.5 | % | ||||||||||||||||||
Other | — | — | — | (0.3) | ||||||||||||||||||||||
| Constant currency | (7.4) | 6.5 | 3.7 | 2.3 | ||||||||||||||||||||||
Currency impact | 0.7 | 1.9 | 2.3 | 0.5 | ||||||||||||||||||||||
| Reported growth | (6.7) | % | 8.4 | % | 6.0 | % | 2.8 | % | ||||||||||||||||||
| Business segment operating income | $ | 64 | $ | 87 | $ | 281 | $ | 262 | ||||||||||||||||||
| Percent change | (27.0) | % | 18.7 | % | 7.4 | % | (5.4) | % | ||||||||||||||||||
| Percent of sales | 20.1 | % | 25.7 | % | 26.4 | % | 26.1 | % | ||||||||||||||||||
Third quarter 2026 results:
Sales in Dental Solutions were down 6.7%:
•Organic decline was impacted by approximately $35 million due to second quarter advanced order timing ahead of the Company's U.S. ERP deployment in July. Excluding the impact from the advanced order timing, both volume and price contributed to growth, led by new products launched in the prior year.
•Foreign currency translation positively impacted sales by 0.7%.
Business segment operating income margin decreased when compared to the same period last year, primarily driven by the impact of ERP related order timing. The impact from inflation and tariffs was largely offset by programmatic savings.
First nine months 2026 results:
Sales in Dental Solutions were up 6.0%:
•Organic growth was driven by both restorative and prevention solutions and orthodontics solutions. Both volume and price contributed to growth, led by new products launched in the prior year.
•Foreign currency translation positively impacted sales by 2.3%.
Business segment operating income margin increased when compared to the same period last year due to both price and portfolio mix benefits. Impacts from inflation and incremental investments were partially offset by programmatic savings and the Company's Transform for the Future program.
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Health Information Systems (18.3% and 17.1% of consolidated sales for the three and nine months ended September 30, 2026)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| (Millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 356 | $ | 345 | $ | 1,052 | $ | 1,012 | ||||||||||||||||||
Increase/(decrease) | ||||||||||||||||||||||||||
| Organic growth | 4.4 | % | 5.6 | % | 4.8 | % | 4.2 | % | ||||||||||||||||||
Other | (1.2) | — | (1.2) | — | ||||||||||||||||||||||
| Constant currency | 3.2 | 5.6 | 3.6 | 4.2 | ||||||||||||||||||||||
Currency impact | 0.1 | 0.3 | 0.4 | 0.1 | ||||||||||||||||||||||
| Reported growth | 3.3 | % | 5.9 | % | 4.0 | % | 4.3 | % | ||||||||||||||||||
| Business segment operating income | $ | 149 | $ | 134 | $ | 424 | $ | 363 | ||||||||||||||||||
| Percent change | 11.1 | % | 27.4 | % | 17.0 | % | 14.5 | % | ||||||||||||||||||
| Percent of sales | 41.7 | % | 38.8 | % | 40.3 | % | 35.8 | % | ||||||||||||||||||
Third quarter 2026 results:
Sales in Health Information Systems were up 3.3%:
•Organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM.
•Clinician productivity solutions declined primarily due to impacts from changing market conditions.
•Foreign currency translation positively impacted sales by 0.1%.
Business segment operating income margin increased when compared to the same period last year, driven by favorable price, higher capitalized software costs and savings from Transform for the Future, partially offset by business investments.
First nine months 2026 results:
Sales in Health Information Systems were up 4.0%:
•Positive organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and performance management solutions.
•Clinician productivity solutions declined primarily due to impacts from changing market conditions.
•Foreign currency translation positively impacted sales by 0.4%.
Business segment operating income margin increased when compared to the same period last year, driven by price, favorable mix and savings from Transform for the Future.
Financial Condition and Liquidity
Solventum's principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations, and access to both our revolving credit facility and commercial paper program, which the Company believes will satisfy our foreseeable operating needs, capital expenditures, and debt service requirements. Discretionary cash may be allocated to strategic acquisitions, share repurchases, or repayment of debt obligations. The Company's cash position reflects business results and a global cash management strategy that leverages liquidity management along with analyzing economic factors and tax considerations.
Debt and Credit Facilities
Refer to Note 9 of the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information on the Company's long-term debt and short-term borrowings.
The Company had approximately $96 million and $82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at September 30, 2026 and December 31, 2025, respectively. These instruments are utilized in connection with normal business activities.
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Commercial Paper
On March 4, 2024, the Company entered into a commercial paper program that allows it to issue up to $2.0 billion aggregate principal amount of short-term notes to finance short-term liabilities. Any such issuance will mature within 364 days from the date of issue. There was no commercial paper outstanding as of September 30, 2026 or December 31, 2025.
Cash, cash equivalents and marketable securities
As of September 30, 2026, Solventum had $451 million of cash and cash equivalents, of which approximately $365 million was held by the Company’s foreign subsidiaries and approximately $86 million was held in the United States. These balances are invested in bank instruments and other high-quality fixed income securities. As of December 31, 2025, Solventum had $878 million of cash and cash equivalents, of which approximately $800 million was held by the Company’s foreign subsidiaries and $78 million was held in the United States. There were immaterial amounts of marketable securities at both September 30, 2026 and December 31, 2025.
Cash Flows
Cash flows from operating, investing and financing activities are provided in the table that follows. Individual amounts in the condensed consolidated statements of cash flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities table reflect changes in balances from period to period adjusted for these effects.
| Nine months ended September 30, | ||||||||||||||||||||
| (Millions) | 2026 | 2025 | ||||||||||||||||||
| Cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 215 | $ | 274 | ||||||||||||||||
| Investing activities | (244) | 3,542 | ||||||||||||||||||
| Financing activities | (401) | (2,942) | ||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 1 | 6 | ||||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (428) | $ | 880 | ||||||||||||||||
Operating Activities
In the first nine months of 2026, cash flows provided by operating activities decreased compared to the first nine months of 2025 primarily due to an increase in accounts receivable balances, higher payments made in connection with the exit of certain transition agreements with 3M, and higher payments for annual incentive compensation.
Investing Activities
The decrease in investing activities compared to the first nine months of 2025 is related to proceeds from sale of the Purification and Filtration business in September 2025.
Financing Activities
In the first nine months of 2026, cash flows used in financing activities decreased as compared to the first nine months of 2025, primarily due to the Company's repayment of $1.9 billion of senior notes via tender offers upon completion of the sale of the Purification and Filtration business and $770 million repayment of outstanding principal issued under the senior term loan credit facility in the third quarter of 2025. Activity for the first nine months of 2026 primarily relates to the Company's share repurchase program that commenced during the year.
Material Cash Requirements from Known Contractual and Other Obligations:
Solventum’s material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the condensed consolidated financial statements:
•Tax obligations—Refer to Note 8 to the condensed consolidated financial statements.
•Debt—Refer to Note 9 to the condensed consolidated financial statements.
•Commitments and contingencies—Refer to Note 12 to the condensed consolidated financial statements.
Solventum purchases the majority of its materials and services as needed, with no unconditional commitments. In limited circumstances, in the normal course of business, the Company enters into unconditional purchase obligations with various vendors that may take the form of, for example, take or pay contracts in which the Company guarantees payment to ensure availability of certain materials or services or to ensure ongoing efforts on capital projects. Additionally, the Company enters into contractual obligations for cloud storage solutions, enterprise resource planning and other IT-related services. The
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Company expects to receive underlying materials or services for these purchase obligations. To the extent these purchase obligations fluctuate, they largely trend with normal-course changes in regular operating activities. Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.
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Cautionary Note Concerning Forward Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, other materials Solventum has filed or will file with the SEC, and oral communications that Solventum may make, contain statements that relate to future events and expectations. Any such statements that are not statements of historical fact are “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934, and involve risk and uncertainties. Forward-looking statements include those containing such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would” or other words of similar meaning.
Forward-looking statements include statements that reflect Solventum’s expectations, assumptions, estimates, or projections about the future and include, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows), business plans or prospects, Solventum's review of strategic alternatives for its health care information systems business, or potential benefits for any such strategic alternatives or transaction, and statements regarding Solventum’s strategy for growth, future product development, regulatory clearances and approvals, competitive position and expenditures. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Solventum believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:
•whether Solventum will be able to identify or develop any strategic alternatives for Solventum's health information systems business and its ability to execute on material aspects and achieve any of the anticipated potential benefits of any such strategic alternatives;
•the occurrence of any event, change or other circumstances that could give rise to the abandonment of the review of strategic alternatives for the health information systems business or pursuit of a different structure or strategic alternative for that business;
•uncertainties as to the timing of the review of strategic alternatives for the health information systems business;
•the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, global conflicts, public health crises, and other events beyond Solventum’s control;
•risks associated with market volatility, including potential inflationary pressures and uncertainty regarding tariffs and trade measures;
•operational execution risks;
•damage to our reputation or our brands;
•risks from acquisitions, strategic alliances, divestitures and other strategic events, including the divestiture of our Purification and Filtration business;
•Solventum’s business dealings involving third-party partners in various markets;
•Solventum’s ability to access the capital and credit markets, changes in Solventum’s credit ratings, or potential amendments, refinancings or other modifications of our credit arrangements and the availability and terms of future financing;
•exposure to interest rate and currency risks;
•the highly competitive environment in which Solventum operates and consolidation in the healthcare industry;
•reduction in customers’ research budgets or government funding;
•the timing and market acceptance of Solventum’s new product and service offerings;
•ongoing working relationships with certain key healthcare professionals;
•changes in reimbursement practices of governments or private payers or other cost containment measures;
•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;
•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;
•potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS”;
•risks related to the highly regulated environment in which Solventum operates;
•risks associated with product liability claims;
•climate change and measures to address climate change;
•security breaches, cyber attacks or incidents, and other disruptions to information technology infrastructure;
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•risks related to the deployment of artificial intelligence or other emerging technologies;
•Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property rights;
•pension and postretirement obligation liabilities;
•any failure by 3M to perform any of its obligations under the various separation agreements in connection with the Spin-Off;
•any failure to realize the expected benefits of the Spin-Off;
•Solventum’s ability to execute on its short- and long- range plans and capital allocation strategies;
•a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;
•financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness;
•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 Spin-Off will exceed Solventum’s estimates;
•failure to realize the expected benefits of the restructuring programs;
•inability to successfully deploy our new ERP system and any disruption to our business as a result of such deployment;
•the impact of the Spin-Off on Solventum's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on Solventum's resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties; and
•such other risks and uncertainties described more fully in documents filed with or furnished to the SEC from time to time, including the risk factors discussed in Solventum’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated in this Quarterly Report on Form 10-Q.
The above list is not exhaustive or necessarily set forth in the order of importance. Forward-looking statements are based on certain assumptions and expectations of future events and trends, and actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors.
Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part II, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 8-K filed with the SEC from time to time and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. Any forward-looking statement speaks only as of the date on which it is made, and Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Rate Risks:
Solventum faces transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliated entities. Foreign currency exchange rates and fluctuations in those rates may cause fluctuations in cash flows related to foreign denominated transactions. The Company is also exposed to the translation of foreign currency earnings to the U.S. dollar.
Interest Rate Risk:
Solventum manages interest rate risk and expense using a mix of fixed and floating rate debt. In addition, the Company may enter into interest rate swaps that are designated and qualify as fair value hedges. The Company's interest rate sensitivity analysis includes the impact of interest rate changes on its floating-rate notes, interest rate swap agreements, and cash balances.
Commodity Price Risk:
Solventum manages commodity price risks through negotiated supply contracts and price protection agreements. The Company does not participate in material commodity hedging activity.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Processes
The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.
Changes in Internal Controls Over Financial Reporting
During the quarter ended September 30, 2026, the Company has completed the final two waves of the implementation of its new SAP enterprise resource planning system. This implementation included changes to certain financial processes and related internal controls. The Company has implemented controls to address the impact of these changes to processes and procedures and will continue to monitor the effectiveness of internal controls over financial reporting. There have been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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SOLVENTUM CORPORATION
FORM 10-Q
For the Quarterly Period Ended September 30, 2026
PART II. Other Information
Item 1. Legal Proceedings
Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 12, “Commitments and Contingencies,” of this document, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”
Item 1A. Risk Factors
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the factors set forth under the caption "Cautionary Note Concerning Forward-Looking Statements" set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the risk factor set forth below, which updates, and should be read in conjunction with, the risk factors disclosed in such Annual Report on Form 10-K. Other than the risk factor set forth below, we believe there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.
Discussion of these factors is incorporated by reference into and considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Risks related to Solventum's review of strategic alternatives for its health information system business
We are evaluating strategic alternatives for our health information systems business. The review may not result in the
identification or implementation of a strategic alternative, and any alternative that is pursued may not be completed within
any given timeframe or at all. We may be unable to successfully execute any strategic alternative or realize any or all
strategic, operational, or financial benefits. The review process may also create uncertainty to our customers, employees
and other constituencies or counterparties and divert management attention from ongoing operations. We may incur costs
and expenses in connection with the review process, whether or not a transaction is successful. In addition, we may
determine to abandon the review, pursue a different structure, or take no action. Any of these factors could have a material
adverse effect on our business, financial condition, results of operations, or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the period covered by this report.
Issuer Purchases of Equity Securities
The following table summarizes the Company's stock repurchase activity for the three months ended September 30, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (1) | ||||||||||||||||||||||
| June 30, 2026 through July 30, 2026 | 222,450 | $ | 78.98 | 222,450 | $ | 627,589,730 | ||||||||||||||||||||
| July 31, 2026 through August 28, 2026 | 172,181 | $ | 87.50 | 172,181 | $ | 612,524,729 | ||||||||||||||||||||
| August 31, 2026 through September 29, 2026 | 175,874 | $ | 89.74 | 175,874 | $ | 596,741,971 | ||||||||||||||||||||
| Total | 570,505 | $ | 84.87 | 570,505 | $ | 596,741,971 | ||||||||||||||||||||
1 In November 2025, the Board of Directors approved of a stock repurchase program providing up to $1.0 billion of repurchases of the Company's common stock. There is no specific time period associated with these repurchases.
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Item 3. Defaults Upon Senior Securities
No matters require disclosure.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended September 30, 2026, no director or officer of the Company adopted terminated
Shareholder Nominations
The Company’s definitive proxy statement for the 2026 annual meeting of shareholders of the Company, which was filed with the SEC on March 27, 2026, contained typographical errors in the section entitled “Questions & Answers About The Annual Meeting—What do I need to know to submit proposals and what are the deadlines to propose actions for consideration or to nominate individuals to serve as directors at the 2027 annual meeting of shareholders?” concerning the deadline for shareholders to bring nominations for directors or a proposal that a shareholder intends to present, but does not intend to have included in the Company's proxy statement and form of proxy at the Company’s 2027 annual meeting of shareholders. The corrected deadline is February 12, 2027, as set forth below.
Requirements for Director Nominees to Be Considered for Inclusion in our Proxy Materials (“Proxy Access”).
•Pursuant and subject to the proxy access provisions in our Bylaws, a shareholder or group of up to twenty shareholders, owning three percent or more of our outstanding common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of two directors or twenty percent of the number of directors then in office. Shareholder requests to include director nominees in our proxy statement and form of proxy relating to the 2027 annual meeting of shareholders must be delivered to our Corporate Secretary not earlier than January 15, 2027 and not later than the close of business on February 12, 2027.
•In addition, the notice must set forth the information required by our Bylaws with respect to each director nomination that a shareholder requests for inclusion in our proxy materials.
•Notice Requirements for Other Director Nominees or Shareholder Proposals to Be Brought Before the 2027 Annual Meeting of Shareholders.
•Notice of any director nomination or a proposal that a shareholder intends to present at the 2027 annual meeting of shareholders, but does not intend to have included in our proxy statement and form of proxy relating to the 2027 annual meeting of shareholders, must be delivered to our Corporate Secretary not earlier than the close of business on January 15, 2027 and not later than the close of business on February 12, 2027.
•In addition, the notice must set forth the information required by our Bylaws with respect to each director nomination or other proposal.
Availability of Information
Solventum’s website address is www.solventum.com. Investors and others should note that the Company announces material information to its investors using SEC filings, press releases, its investor relations website, public conference calls, webcasts and certain social media channels, including the following LinkedIn accounts: https://www.linkedin.com/in/bryanchanson/, and https://www.linkedin.com/in/wayde-mcmillan-9b233b33/. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues and for complying with its disclosure obligations under Regulation FD. The information on, or that may be accessed through, Solventum’s website is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered a part of this Quarterly Report on Form 10-Q.
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Item 6. Exhibits
| (3.1) | ||||||||
| (3.2) | ||||||||
| (4.1) | ||||||||
| (4.2) | ||||||||
Filed herewith, in addition to items, if any, specifically identified above:
| (10.1) | |||||
| (10.2) | |||||
| (31.1) | |||||
| (31.2) | |||||
| (32.1) | |||||
| (32.2) | |||||
| (101.INS) | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||||
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document | ||||
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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 thereunto duly authorized.
SOLVENTUM CORPORATION
(Registrant)
| Date: November 5, 2026 | |||||||||||
| By | /s/ Wayde McMillan | ||||||||||
| Wayde McMillan, | |||||||||||
| Executive Vice President and Chief Financial Officer (Mr. McMillan is a Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.) | |||||||||||
EXHIBIT 10.1
AMENDMENT NO. ONE
TO
MASTER SUPPLY AGREEMENT
THIS AMENDMENT NO. ONE (this “Amendment”) is made as of October 26, 2026 to the Master Supply Agreement by and between SOLVENTUM CORPORATION, a Delaware corporation (“Purchaser”) and 3M COMPANY, a Delaware Corporation (“Supplier”) dated March 31, 2024 (the “MSA”). Unless otherwise defined herein, all capitalized terms will have their respective meanings stated in the MSA.
WHEREAS, in accordance with Section 18.6 of the MSA, the Parties wish to amend the MSA as set forth herein; and
WHEREAS, the Parties wish to agree to terms for supply of Product hereunder that will take effect on January 1, 2027.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.)Section 1.1 of the MSA shall be amended as follows:
The following defined terms are hereby added:
“Capacity Commitment” means the annual Product volume for which Supplier is required to have capacity to deliver to Purchaser and which shall be as set forth in Appendix A.
“Minimum Purchase Obligation” has the meaning described in Section 5.4.
The following defined terms are hereby deleted:
“Outside Date”
“Third-Party Supplier”
“Transition Period”
“Validated Production Samples”
2.)Appendix A (Products) is hereby amended and restated in its entirety as set forth in Exhibit 1 to this Amendment.
EXHIBIT 10.1
3.)Section 3.1 is hereby deleted in its entirety and replaced with the following:
Supplier will sell Products to Purchaser under the terms of this Agreement. Products on Appendix A will be defined and designated as Tier A, B, B*, C, and D or such other Tier as the Parties may agree in writing to add (each a “Product Tier”).
Unless stated otherwise in this Agreement or in a Sub-Agreement, this Agreement is not a requirements contract, outputs contract, or an exclusive dealing contract. Supplier will manufacture and supply Product to Purchaser, in compliance with this Agreement, upon acceptance of an Order. If Supplier anticipates any difficulty in supplying Product, Supplier will notify Purchaser promptly and initiate discussions on how to resolve the issue. Supplier will maintain and implement disaster recovery plans adequate to minimize any business disruptions. Purchaser may review Supplier’s disaster recovery plan upon request. Purchaser agrees that it shall use commercially reasonable efforts to find alternate sources of supply for Products identified as Tier C prior to the expiration date set forth on Appendix A. Supplier shall have no obligation to supply Products identified as Tier C or D after the expiration date.
4.)Section 3.3 shall be amended to add the following sentence at the end of the paragraph: In the event a Party wishes to change a Product Tier assignment, the Parties (coordinated via the SA Contacts) shall work together to agree upon requirements. For purposes of clarity, no change may be made unless and until the Parties agree to all applicable terms in writing.
5.) Section 3.4(a) shall be amended to read as follows:
Supplier’s right to discontinue a Product is limited to (i) the expiration of supply obligations with respect to Products identified as Tier C or D on Appendix A as expressly set forth in Section 3.1 or, (ii) in the event of a Force Majeure, as expressly set forth in Section 15.1, or (iii) situations where Supplier is taking such action to comply with applicable Law, including, actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the Capacity Commitment and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 3.4(a) and
EXHIBIT 10.1
agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the SA Sub-Committee. Notwithstanding anything in this Agreement to the contrary, prior to any Product discontinuation by Supplier (other than a discontinuation (i) correlating to the expiration of supply obligations with respect to Products identified as Tier C or D, (ii) due to an event of Force Majeure, or (iii) situations where Supplier is taking such action to comply with applicable Law, including, actual enforcement, legal or regulatory actions agencies or other governmental authorities, permits or other operating approvals that impact production, or liabilities relating to operations. Purchaser shall have the right to issue Order(s) for, and Supplier shall deliver to Purchaser, such Products to be discontinued in an amount up to the greater of (x) the largest volume of such Product supplied in any twelve month period during the term of this Agreement or (y) 300% of the forecasted volume for such Product for the upcoming twelve month period as set forth in the Forecast preceding notification. The Parties (coordinated via the SA Contacts) will discuss in good faith solutions to address supply limitations or capacity constraints where the Purchaser’s requested volume exceeds the Supplier’s obligation.
6.)The second sentence of Section 4.1(a) is hereby deleted and replaced with the following: “The initial fixed duration for the supply of Products is from the Effective Date until (and including) December 31, 2026, and the Parties agree that the terms as set forth in this Amendment No. One shall apply to a new Term commencing on January 1, 2027 and shall expire on December 31, 2036, unless terminated earlier in accordance with Section 4.2.”
7.)Sections 4.1 (b), (c), (d), (e) and (f) are hereby deleted.
8.)Article 5 shall be renamed as follows: “Forecasts; Order Process; Order Terms and Conditions, Capacity Commitment; and Minimum Purchase Obligation”
9.)Section 5.1 is hereby deleted and replaced with the following.
Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders based on product availability, standard lead times as stated in Appendix A, and production schedules as of the time of Order. Any portion of a Forecast that is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product
EXHIBIT 10.1
availability, aged backlog, service performance and escalations and arrange for financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast. No single month’s order can exceed 25% of the annual Capacity Commitment without mutual agreement.
10.)Section 5.2 is hereby amended to add the following sentence at the end of the section:
Manual e-mailing of orders is not considered an electronic method, unless the Parties mutually agree in writing on an exception-basis.
11.)A new Section 5.4 shall be added as follows:
Section 5.4 Capacity Commitment and Annual Minimum Purchase Obligation.
Capacity Commitment. Notwithstanding anything else in this Agreement to the contrary, Supplier shall maintain sufficient inventory of Product to deliver to Purchaser the volumes of Products necessary to satisfy the Capacity Commitment and consistent with the Forecast. Supplier shall have no Capacity Commitment for any Products not identified in Appendix A as Tier A. For those Products with no Capacity Commitment, if the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule with respect to such Products with no Capacity Commitment, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such supply limitations or capacity constraints and incorporate any agreed upon terms in a Statement of Work, signed by the Parties, or such other document as may be appropriate.
Minimum Purchase Obligation. For each calendar year of the Term of this Agreement Purchaser shall have a Minimum Purchase Obligation for Products in Tier A calculated as set forth in the table below. For example, the Minimum Purchase Obligation for 2027 shall be as described in Column D and is calculated by taking the sum of 2026 purchases by SKU , which shall be calculated by the Parties after the conclusion of the year, (“2026 Actual SKU Unit Volume”) multiplied by the 2027 SKU Unit Price. If by
EXHIBIT 10.1
December 31 of each calendar year Purchaser has not purchased the Minimum Purchase Obligation for that year, the Purchaser shall pay Supplier the difference between the amount purchased and the Minimum Purchase Obligation at the current prices for the applicable year.
COLUMN A | COLUMN B | COLUMN C | COLUMN D | ||||||||
Calendar Year | “Price” | “Calendar Year SKU Purchases” | Minimum Purchase Obligation | ||||||||
2027 | 2026 SKU Unit Price *1.03 (“2027 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 2027 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2028 | 2027 SKU Unit Price * 1.03 (“2028 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 2028 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2029 | 2028 SKU Unit Price * 1.03 (“2029 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 2029 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2030 | 2029 SKU Unit Price * 1.03 (“2030 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2030 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2031 | 2030 SKU Unit Price * 1.03 (“2031 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2031 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2032 | 2031 SKU Unit Price * 1.03 (“2032 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2032 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2033 | 2032 SKU Unit Price * 1.03 (“2033 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2033 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
EXHIBIT 10.1
2034 | 2033 SKU Unit Price * 1.03 (“2034 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2034 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2035 | 2034 SKU Unit Price * 1.03 (“2035 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2035 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
2036 | 2035 SKU Unit Price * 1.03 (“2036 SKU Unit Price”) | 2026 Actual SKU Unit Volume * 75% * 2036 SKU Unit Price | Sum of all Calendar Year SKU Purchases | ||||||||
Supplier shall pay to Purchaser an annual rebate of One million seven hundred fifty thousand dollars ($1,750,000) by February 28th of each year of the Term of this Agreement, beginning February 28, 2027 and continuing through 2031 (which for clarity shall be paid on February 28th of 2032).
If an Engineering Change is requested by either Party and the Parties are unable to agree upon implementing such Engineering Change or Purchaser’s regulatory status or the fit, form or function of the material provided cannot be maintained or enhanced, any Minimum Purchase Obligation for impacted Products designated on Appendix A will be subtracted from Purchasers total Minimum Purchase Obligation.
Notwithstanding anything else in this Agreement to the contrary, the Parties mutually acknowledge and agree Purchaser (i) will not be responsible for and difference between the Minimum Purchase Obligation for and the quantity purchased to the extent it is the result of a reduction in Supplier’s purchases under the Reverse Master Supply Agreement between the Parties, dated March 31, 2024 (as amended by Amendment No. One to Reverse Master Supply Agreement, dated September [ ], 2026), and (ii) will not have any obligation to satisfy the Minimum Purchase Obligation if Supplier has failed to satisfy the Capacity Commitment provided that the Minimum Purchase Obligation will remain in force if Supplier’s inability to satisfy the Capacity Commitment is due to any order submitted by Purchaser in the final quarter of the year that exceeds 25% of the annual Capacity Commitment for the Product.
13.)Section 6.1 is hereby amended and restated in its entirety as follows:
The price for each Product is stated in Appendix A (Products) which prices include all Product costs payable by Purchaser (the “Product Price”). Where Supplier is arranging
EXHIBIT 10.1
transportation, export expenses will be reflected in the price based on FCA port of export, Incoterms® 2020 rules and domestic transportation will be freight collect. The parties may agree in writing to use other freight terms and prices adjusted accordingly as specified in Appendix A. Purchaser is financially responsible for domestic transportation. Taxes and additional amounts will be stated on the invoice and owed by Purchaser.1
14.)Section 6.2 (a) and (b) are deleted in their entirety and replaced as follows:
Beginning January 1, 2027, and on an annual basis thereafter, Supplier may adjust Product Prices up to three percent (3%). Any such price increase is limited to one time per calendar year. Supplier anticipates that such changes will become effective in January of each year during the Term and will be communicated at least thirty (30) days prior to taking effect. The adjusted Product Price will apply to any pending and accepted Orders.
Additionally, if the average cost of Brent Crude Oil (Brent Crude Oil Last Day Finance (BZ=F)) trades outside of the range of $53 to $93USD per barrel for a period of 30 consecutive days, Supplier will implement a fixed price credit (in the case of average cost being below such range) or a surcharge (in the case of average cost being above such range), as applicable, equal to two percent (2%) of each Product Price sale for the duration of time the Brent Crude Oil price trades outside the range specified above. The credit or surcharge will be rescinded once the average cost of Brent Crude Oil trades within $53 to $93USD per barrel for a period of 30 consecutive days. Fixed price credits or surcharges will be communicated at least five (5) days prior to taking effect and will apply to any pending and accepted Orders.
Notwithstanding anything to the contrary herein, in addition to Supplier’s right to the annual 3% price increase, Supplier may increase the Product Price to the extent necessary to recover adequately documented, direct cost increases actually incurred by Supplier as a result of (i) an applicable change in legislation or regulation from a government authority that impacts the cost of manufacturing Products and is allocated to Products and all other impacted products proportionally, which for purposes of clarification does not include costs related to remediation for historical production or (ii) a significant disruption or failure in the upstream supply chain that is beyond Supplier’s reasonable control, and could not reasonably have been prevented,
EXHIBIT 10.1
avoided, or overcome through commercially reasonable contingency planning and mitigation efforts.
For continuous improvement projects with an approved charter and co-sponsored by the Supplier and Purchaser, which impact fit, form or function of the material provided, a program-specific cost saving plan will be defined in the charter. As a result of the charter execution, the cost savings will be implemented.
15.)A new Section 8.4 will be added as follows:
Section 8.4 New Confidential Manufacturing Information (CMI). Nothing in this Agreement will alter the obligations of the Parties regarding CMI as defined and articulated in the IP Cross License and SDA. CMI shall be in the document form agreed to by the parties and shown in Appendix I. 3M will charge for employee time spent fulfilling any new CMI request after this Amendment as follows: for CMI requests made before January 1, 2027, the rate stated in the SDA will apply; for CMI requests made after January 1, 2027 the rate shall be $500/hr.
16.) Section 11.2(a) is amended to acknowledge the following: the reference to Maximum Transition Agreement Cap will not apply at the end of the TSAs.
Each reference in the MSA to “this Agreement”, “hereof”, “hereunder, “herein”, “hereby” or words of similar import referring to the MSA shall mean and be a reference to MSA as amended by this Amendment. Notwithstanding the foregoing, all references in the MSA or any exhibit or schedule thereto to “the date of this Agreement” shall refer to March 31, 2024.
17.) Except as otherwise expressly modified hereby or provided herein, all of the terms, agreements and conditions in the MSA remain unchanged and continue in full force and effect.
[Remainder of Page Intentionally Left Blank]
EXHIBIT 10.1
IN WITNESS HEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective representatives thereunto duly authorized.
SOLVENTUM CORPORATION
By: /s/ Paul Harrington
Name: Paul Harrington
Title: Chief Supply Chain Officer
Name: Paul Harrington
Title: Chief Supply Chain Officer
3M COMPANY
By: /s/ Teresa Crockett
Name: Teresa Crockett
Title: Senior Vice President, Integration Mgmt
Name: Teresa Crockett
Title: Senior Vice President, Integration Mgmt
EXHIBIT 10.1
EXHIBIT 10.2
AMENDMENT NO. ONE
TO
REVERSE MASTER SUPPLY AGREEMENT
THIS AMENDMENT NO. ONE (this “Amendment”) is made as of October 26, 2026 to the Reverse Master Supply Agreement by and between SOLVENTUM CORPORATION, a Delaware corporation (“Purchaser”) and 3M COMPANY, a Delaware Corporation (“Supplier”) dated March 31, 2024 (the “MSA”). Unless otherwise defined herein, all capitalized terms will have their respective meanings stated in the MSA.
WHEREAS, in accordance with Section 18.6 of the MSA, the Parties wish to amend the MSA as set forth herein; and
WHEREAS, the Parties wish to agree to terms for supply of Product hereunder that will take effect on January 1, 2027.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1.)Section 1.1 of the MSA shall be amended as follows:
The following defined terms are hereby added:
The following defined terms are hereby deleted:
“Outside Date”
“Third-Party Supplier”
“Transition Period”
“Validated Production Samples”
2.)Appendix A (Products) is hereby amended and restated in its entirety as set forth in Exhibit 1 to this Amendment.
3.)Section 3.1 is hereby deleted in its entirety and replaced with the following:
EXHIBIT 10.2
Supplier will sell Products to Purchaser under the terms of this Agreement. Products on Appendix A will be defined and designated as Tier B and C or such other Tier as the Parties may agree in writing to add (each a “Product Tier”).
Unless stated otherwise in this Agreement or in a Sub-Agreement, this Agreement is not a requirements contract, outputs contract, or an exclusive dealing contract. Supplier will manufacture and supply Product to Purchaser, in compliance with this Agreement, upon acceptance of an Order. If Supplier anticipates any difficulty in supplying Product, Supplier will notify Purchaser promptly and initiate discussions on how to resolve the issue. Supplier will maintain and implement disaster recovery plans adequate to minimize any business disruptions. Purchaser may review Supplier’s disaster recovery plan upon request. Purchaser agrees that it shall use commercially reasonable efforts to find alternate sources of supply for Products identified as Tier C prior to the expiration date set forth on Appendix A. Supplier shall have no obligation to supply Products identified as Tier C after the expiration date.
4.)Section 3.3 shall be amended to add the following sentence at the end of the paragraph: In the event a Party wishes to change a Product Tier assignment, the Parties (coordinated via the SA Contacts) shall work together to agree upon requirements. For purposes of clarity, no change may be made unless and until the Parties agree to all applicable terms in writing.
5.) Section 3.4(a) shall be amended to read as follows:
Supplier’s right to discontinue a Product is limited to (i) the expiration of supply obligations with respect to Products identified as Tier Con Appendix A as expressly set forth in Section 3.1 or, (ii) in the event of a Force Majeure, as expressly set forth in Section 15.1, or (iii) situations where Supplier is taking such action to comply with applicable Law, including, actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 3.4(a) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the SA Sub-Committee. Notwithstanding anything in this Agreement to the contrary, prior to any Product discontinuation by Supplier (other than a discontinuation
EXHIBIT 10.2
(i) correlating to the expiration of supply obligations with respect to Products identified as Tier C (ii) due to an event of Force Majeure, or (iii) situations where Supplier is taking such action to comply with applicable Law, including, actual enforcement, legal or regulatory actions agencies or other governmental authorities, permits or other operating approvals that impact production, or liabilities relating to operations. Purchaser shall have the right to issue Order(s) for, and Supplier shall deliver to Purchaser, such Products to be discontinued in an amount up to the greater of (x) the largest volume of such Product supplied in any twelve month period during the term of this Agreement or (y) 300% of the forecasted volume for such Product for the upcoming twelve month period as set forth in the Forecast preceding notification. The Parties (coordinated via the SA Contacts) will discuss in good faith solutions to address supply limitations or capacity constraints where the Purchaser’s requested volume exceeds the Supplier’s obligation.
6.)The second sentence of Section 4.1(a) is hereby deleted and replaced with the following: “The initial fixed duration for the supply of Products is from the Effective Date until (and including) December 31, 2026, and the Parties agree that the terms as set forth in this Amendment No. One shall apply to a new Term commencing on January 1, 2027 and shall expire on December 31, 2036, unless terminated earlier in accordance with Section 4.2.”
7.)Sections 4.1 (b), (c), (d), (e) and (f) are hereby deleted.
8.)8.) Article 5 shall remain as named in the Agreement: “Forecasts; Order Process; Order Terms and Conditions,
9.)Section 5.1 is hereby deleted and replaced with the following.
Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders based on product availability, standard lead times as stated in Appendix A, and production schedules as of the time of Order. Any portion of a Forecast that is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availability, aged backlog, service performance and escalations and arrange for financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a
EXHIBIT 10.2
Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast.
10.)Section 5.2 is hereby amended to add the following sentence at the end of the section:
Manual e-mailing of orders is not considered an electronic method, unless the Parties mutually agree in writing on an exception-basis.
13.)Section 6.1 is hereby amended and restated in its entirety as follows:
The price for each Product is stated in Appendix A (Products) which prices include all Product costs payable by Purchaser (the “Product Price”). Where Supplier is arranging transportation, export expenses will be reflected in the price based on FCA port of export, Incoterms® 2020 rules; domestic transportation will be Freight Collect.
14.)Section 6.2 (a) and (b) are deleted in their entirety and replaced as follows:
Beginning January 1, 2027, and on an annual basis thereafter, Supplier may adjust Product Prices up to three percent (3%). Any such price increase is limited to one time per calendar year. Supplier anticipates that such changes will become effective in January of each year during the Term and will be communicated at least thirty (30) days prior to taking effect. The adjusted Product Price will apply to any pending and accepted Orders.
Additionally, if the average cost of Brent Crude Oil (Brent Crude Oil Last Day Finance (BZ=F)) trades outside of the range of $53 to $93USD per barrel for a period of 30 consecutive days, Supplier will implement a fixed price credit (in the case of average cost being below such range) or a surcharge (in the case of average cost being above such range), as applicable, equal to two percent (2%) of each Product Price sale for the duration of time the Brent Crude Oil price trades outside the range specified above. The credit or surcharge will be rescinded once the average cost of Brent Crude Oil trades within $53 to $93USD per barrel for a period of 30 consecutive days. Fixed price credits or surcharges will be communicated at least five (5) days prior to taking effect and will apply to any pending and accepted Orders.
EXHIBIT 10.2
Notwithstanding anything to the contrary herein, in addition to Supplier’s right to the annual 3% price increase, Supplier may increase the Product Price to the extent necessary to recover adequately documented, direct cost increases actually incurred by Supplier as a result of (i) an applicable change in legislation or regulation from a government authority that impacts the cost of manufacturing Products and is allocated to Products and all other impacted products proportionally, which for purposes of clarification does not include costs related to remediation for historical production or (ii) a significant disruption or failure in the upstream supply chain that is beyond Supplier’s reasonable control, and could not reasonably have been prevented, avoided, or overcome through commercially reasonable contingency planning and mitigation efforts.
For continuous improvement projects with an approved charter and co-sponsored by the Supplier and Purchaser, which impact fit, form or function of the material provided, a program-specific cost saving plan will be defined in the charter. As a result of the charter execution, the cost savings will be implemented.
15.)A new Section 8.4 will be added as follows:
Section 8.4 New Confidential Manufacturing Information (CMI). Nothing in this Agreement will alter the obligations of the Parties regarding CMI as defined and articulated in the IP Cross License and SDA. CMI shall be in the document form agreed to by the parties and shown in Appendix I. 3M will charge for employee time spent fulfilling any new CMI request after this Amendment as follows: for CMI requests made before January 1, 2027, the rate stated in the SDA will apply; for CMI requests made after January 1, 2027 the rate shall be $500/hr.
16.) Section 11.2(a) is amended to acknowledge the following: the reference to Maximum Transition Agreement Cap will not apply at the end of the TSAs.
Each reference in the Reverse MSA to “this Agreement”, “hereof”, “hereunder, “herein”, “hereby” or words of similar import referring to the Reverse MSA shall mean and be a reference to Reverse MSA as amended by this Amendment. Notwithstanding the foregoing, all references in the Reverse MSA or any exhibit or schedule thereto to “the date of this Agreement” shall refer to March 31, 2024.
EXHIBIT 10.2
17.) Except as otherwise expressly modified hereby or provided herein, all of the terms, agreements and conditions in the MSA remain unchanged and continue in full force and effect.
[Remainder of Page Intentionally Left Blank]
EXHIBIT 10.2
IN WITNESS HEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective representatives thereunto duly authorized.
SOLVENTUM CORPORATION
By: /s/ Paul Harrington
Name: Paul Harrington
Title: Chief Supply Chain Officer
Name: Paul Harrington
Title: Chief Supply Chain Officer
3M COMPANY
By: /s/ Teresa Crockett
Name: Teresa Crockett
Title: Senior Vice President, Integration Mgmt
Name: Teresa Crockett
Title: Senior Vice President, Integration Mgmt
EXHIBIT 10.2
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan Hanson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Solventum Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| November 5, 2026 | /s/ Bryan Hanson | ||||
| Bryan Hanson | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Wayde McMillan, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Solventum Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| November 5, 2026 | /s/ Wayde McMillan | ||||
| Wayde McMillan | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Bryan Hanson, Chief Executive Officer of Solventum Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| November 5, 2026 | /s/ Bryan Hanson | ||||
| Bryan Hanson | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Wayde McMillan, Chief Financial Officer of Solventum Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
| November 5, 2026 | /s/ Wayde McMillan | ||||
| Wayde McMillan | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||