3M (MMM) 10-K risk factor changes: FY2025 vs FY2024

The Company’s results are impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade, geopolitical, [added: tariffs] and [added: retaliatory counter measures, and] other external conditions.*

During [removed: 2024,] [added: 2025,] the Company derived approximately 56 percent of its revenues from outside the United States.

The U.S. and other governments have [removed: imposed] [added: imposed, and propose to impose additional,] export controls [added: and tariffs] on certain [removed: products] [added: products,] and financial and economic sanctions on certain industry sectors and [removed: parties in certain conflict zones.][added: parties.]

These geopolitical tensions could result in, among other things, cyberattacks, supply chain [removed: disruptions,] [added: disruptions (including limitations on access to rare earth minerals and other raw materials),] higher energy and other commodity costs, lower consumer demand, and changes to foreign exchange rates and financial markets, [removed: any of which] [added: and tariffs and trade restrictions] may [removed: have a material adverse effect the Company's business] [added: result in increased production costs] and [added: product pricing, further] supply [removed: chain.][added: chain disruptions, limited access to end markets, lower profitability, and uncertainty related to planning long-term investments and strategies, and may have other competitive effects.]

As previously reported, governments in the United States and internationally have increasingly been regulating a broad group of perfluoroalkyl and polyfluoroalkyl [removed: substances produced by the Company,] [added: substances,] collectively known as “PFAS,” including some [removed: presently or historically] produced by the [removed: Company.][added: Company prior to the end of 2025.]

3M is just one of a number of companies that [removed: manufacture] [added: manufactured] PFAS [removed: compounds.][added: compounds prior to the end of 2025.]

3M announced in December 2022 it [removed: will] [added: would] take two [added: further] actions with respect to PFAS (2022 PFAS Announcement): exiting all PFAS manufacturing by the end of 2025, and working to discontinue the use of PFAS across its product portfolio by the end of 2025.

3M [removed: is progressing toward the] [added: completed its] exit of [removed: all] PFAS manufacturing [removed: by] [added: at] the end of 2025.

In addition, the 2022 PFAS Announcement involves risks, including: the actual [removed: timing, costs,] [added: costs] and financial impact of such exit; [removed: the Company’s ability to complete such exit on the anticipated timing or at all;] potential governmental or regulatory actions relating to PFAS or the Company’s [removed: exit plans;] [added: exit;] the Company’s ability to identify and manufacture, or procure from third parties if possible, acceptable substitutes for PFAS-containing materials in 3M's supply chain; the possibility that such non-PFAS options are not available or that such substitutes may not achieve the anticipated or desired commercial, financial or operational results; potential litigation relating to the Company’s exit [removed: plans] or to any products that include third-party manufactured materials containing PFAS that are incorporated into the products the Company sells; and the possibility that the [removed: planned] exit will involve greater costs than anticipated, [removed: may not be feasible, may not be feasible on the timeframe initially predicted,] or may otherwise have negative impacts on the Company’s relationships with its customers and other parties.

[removed: 3M is] [added: As] also [added: noted, 3M has been] working to discontinue the use of PFAS across its product portfolio [removed: by the end of 2025] and has made [added: substantial] progress in eliminating [removed: the] [added: such] use [removed: of PFAS across its product portfolio] in [removed: a variety of applications.][added: the Company's products.]

With respect to PFAS-containing products not manufactured by 3M in the Company's supply chains, the Company continues to evaluate the availability and feasibility of [added: adopting and incorporating] third-party products [added: into its product portfolio] that do not contain PFAS.

Depending on the availability and feasibility of such third-party products not containing PFAS, the Company continues to evaluate circumstances in which the use of PFAS-containing products manufactured by third parties and used in certain applications in 3M’s product [removed: portfolios, such as lithium ion batteries, printed circuit boards and certain seals and gaskets, all widely used in commerce across a variety of industries, and in some cases required by regulatory or industry standards, may or are expected to, depending on applications,] [added: portfolios will] continue beyond [added: the end of] 2025.

In [removed: other] [added: certain] cases, sales [added: and use] of products manufactured before the end of 2025, [added: and sales of products through customer transitions to new products,] regulatory [removed: approval,] [added: approvals,] or customer [removed: re-certification] [added: re-certifications] or [removed: re-qualification] [added: re-qualifications] of substitutes or replacements to eliminate the use of [removed: PFAS manufactured by third parties may not be completed, or, depending on circumstances, are] [added: PFAS, were] not [removed: expected to be completed,] [added: completed] by the end of [removed: 2025.][added: 2025 and transitional efforts are ongoing.]

The Company has been voluntarily cooperating with various local, state, federal (primarily the U.S. Environmental Protection Agency (EPA)), and international agencies in their reviews of the environmental and health effects of certain PFAS produced by the [removed: Company.][added: Company prior to the end of 2025.]

3M currently is defending lawsuits concerning various PFAS-related products and chemistries, and is subject to unasserted and asserted claims and governmental regulatory proceedings and inquiries related to the production and use of PFAS in a variety of jurisdictions, as discussed in Note [removed: 19,] [added: 17,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements.

3M has seen increased public and private lawsuits being filed on behalf of states, counties, cities, and utilities alleging, among other things, harm to the general public and damages to natural resources, some of which are pending in the AFFF multi-district litigation and some of which are pending in other [removed: jurisdictions.][added: jurisdictions, including internationally.]

[removed: In addition,] [added: For example,] as described in greater detail in Note [removed: 19,] [added: 17,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, in June 2023, the Company entered into a class-action settlement (“PWS Settlement”) to resolve a wide range of drinking water claims by public water suppliers in the United States regarding PFAS.

3M will pay $10.5 billion to $12.5 billion in total to resolve the claims released by the PWS Settlement, with payments to be made from 2024 through 2036, in exchange for a release of certain claims, as described further in Note [removed: 19.][added: 17.]

The Company may also record [added: charges relating to ongoing] asset [added: use,] retirement [removed: obligations,] [added: or disposition,] some of which may be material, depending in part on how the Company manages related assets in connection with these activities.

The Company is subject to risks related to international, federal, state, and local treaties, laws, and regulations, as well as compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage the Company or its [added: customers,] suppliers, vendors, or channel partners to conduct business in a certain way.

The Company has in the [removed: past,] [added: past been,] and in the future could be, required to investigate such reports and cooperate with U.S. and foreign regulatory authorities in such investigations, audit, monitor compliance or alter its practices as part of such investigations, and the Company has in the past [added: been,] and [removed: may] in the future [removed: be] [added: could be,] required to pay fines or penalties related to its practices.

Various factors or developments can lead the Company to change current estimates of liabilities and related insurance receivables, or make such estimates [added: possible] for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law.

For a more detailed discussion of the legal proceedings involving the Company and the associated accounting estimates, see the discussion in Note [removed: 19,] [added: 17,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements.

Demand for the Company’s products, which impacts revenue and profit margins, is affected by, among other [removed: things,] [added: things:] (i) the development and timing of the introduction of competitive products; (ii) the Company’s pricing strategies; (iii) changes in customer order patterns, such as changes in the levels of inventory maintained by customers, vendors, or channel partners; (iv) changes in customers’ preferences for our products, including preferences for products that do not contain [added: third-party manufactured] PFAS, the success of products offered by our competitors, and changes in customer designs for their products that can affect the demand for some of the Company’s products; and (v) changes in the business environment related to disruptive technologies, such as artificial intelligence and machine learning technologies, block-chain, expanded analytics, and other enhanced learnings from increasing volume of available data.

[removed: This] [added: The] ability [added: to successfully bring new products to market] is subject to difficulties or delays in product development, such as the inability to identify viable new products, obtain adequate intellectual property protection, or gain market acceptance of new products.

Supplier relationships have been and could be interrupted [added: or terminated] in the future due to [added: events such as] supplier material [removed: shortage,] [added: shortages,] climate impacts and severe weather events, natural and other disasters, and other disruptive events such as [removed: military conflicts, or be terminated.][added: those noted in the first risk factor above.]

Network disruptions, security and data breaches, cyberattacks, and other cybersecurity incidents involving the Company’s information technology systems, networks and infrastructure [removed: could] [added: could:] disrupt or interfere with the Company’s operations; result in the compromise and misappropriation of proprietary and confidential information belonging to the Company or its customers, suppliers, and employees; and expose the Company to numerous expenses, liabilities, and other negative consequences, any or all of which could have a material adverse effect on the Company’s business, reputation, and results of operations.*

[added: Any cybersecurity incident or information or operational technology network disruption could result in numerous negative consequences,] including the risk [removed: of] [added: of:] legal claims or proceedings, investigations or enforcement actions by U.S., state, or foreign regulators; liabilities or penalties under applicable laws and regulations, including privacy laws and regulations in the U.S. and other jurisdictions; interference with the Company’s operations; the incurrence of remediation costs; loss of intellectual property protection; the loss of customer, supplier, or employee relationships; and damage to the Company’s reputation, any of which could have a material adverse effect the Company’s business.

There can be no assurance that we will realize the benefits of such activities, or that such activities will not result in unexpected or negative consequences, such [removed: as] [added: as:] a reduced ability to generate sales; a relationship impact with employees; or a reduced ability to provide the experience that our customers, suppliers, vendors, and channel partners expect from us.

As of the date of this report, 3M has a credit rating of A3, stable outlook from Moody's Investors Service, a credit rating of BBB+, [removed: negative] [added: stable] outlook from S&P Global Ratings, and a credit rating of A-, stable outlook from [removed: Fitch.][added: Fitch Ratings.]

In addition, interest [removed: expense] [added: expenses] could increase due to a rise in interest rates.

As previously disclosed, and as discussed further in Note [removed: 19,] [added: 17,] “Commitments and Contingencies,” within the Notes to Consolidated Financial Statements, Aearo Technologies sold Dual-Ended Combat Arms – Version 2 earplugs starting in about 1999.

The separation may also impose challenges on the Company and its business, including potential impacts on the Company’s relationships with its customers, employees, regulators, and other [removed: counterparties; and the risk that any consents or approvals required will not be obtained or will be obtained subject to material modifications to the terms of the underlying arrangement.][added: counterparties.]

Compliance with rapidly changing tariffs and trade restrictions may require significant time and resources, and in turn increase our cost of doing business, and could result in fines and penalties or reputational harm if we are found to not be in compliance.

Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, and results of operations.

3M will continue to take actions to address PFAS manufactured prior to the exit.

For example, the Company's water treatment assets at facilities that manufactured PFAS will continue to treat PFAS from historical manufacturing activities and remediate residual PFAS in waste streams from the Company's operations.

3M also will continue to work through the disposition of its assets and its interests in manufacturing facilities, which may include dismantling, cleaning and repurposing, and other dispositions of facilities or equipment.

3M remains in ongoing discussions with customers, government authorities, and other stakeholders and interested parties about customer agreements and the Company's interests in assets and facilities, which may be owned or leased from other parties that have interests and rights related to those facilities.

Examples of PFAS-containing third-party products include lithium ion batteries, printed circuit boards, certain seals and gaskets, and other products widely used in commerce across a variety of industries, and in some cases required by regulatory or industry standards.

The Company is also subject to certain risks as a direct and indirect supplier to the U.S. government and other governments, such as those associated with compliance with procurement regulations, as well as the government’s rights to audit and conduct investigations and to terminate contracts.

There is also uncertainty as to the extent and timing of funding that may be available for U.S. federal government and other government procurement activities.

Failure by the Company or one of its customers, suppliers, vendors, or channel partners to comply with provisions of government contracts or related laws, regulations, executive orders, or other government actions could result in the Company being unable to fulfill its contract commitments under a government contract or inability to realize the full value of such contract.

Significant administrative, civil or criminal liabilities, including under the U.S. False Claims Act or similar enforcement legislation, and suspension or debarment from business with the U.S. or other governments, and reputational harm, could also result from the risks noted above.

Tariffs and other trade restrictions may also: increase the cost of raw materials and components imported from other countries, leading to higher production costs and product pricing to the extent those increased costs are offset through pricing actions; disrupt established supply chains, forcing the Company to find new suppliers or relocate production, which can be time-consuming and costly; limit the Company's access to end markets and, in turn, result in reduced sales and revenue; lower profitability; result in uncertainty related to planning long-term investments and strategies; and have other competitive effects.

Any of the foregoing could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Company’s use of artificial intelligence technologies exposes the Company to risks which could have a material adverse effect on the Company’s business, reputation and results of operations.*

Artificial intelligence (AI) technologies support a range of the Company’s activities, including research and development, operational processes, customer facing tools, and other business functions.

The use of AI introduces risks that could adversely affect the Company’s business, results of operations, or financial condition.

AI systems may produce inaccurate, biased, or incomplete outputs, which could lead to operational errors, reduced product or service quality, or unintentional impacts on business decisions.

External vendors and third party AI tools may expose the Company to additional risks, including insufficient transparency into model performance, vulnerabilities in underlying technologies, or disruptions in service availability.

AI development and deployment also require security, and proper governance of the data used.

Use of AI tools, including third party platforms, increases the risk of unauthorized disclosure, loss, or misuse of confidential, personal, or commercially sensitive information.

In addition, there is a risk that employees or contractors could inadvertently input confidential company information or third party proprietary data into AI systems, including systems not designed for secure handling of such information.

These actions could result in violations of contractual obligations, data protection requirements, or intellectual property rights, and could expose the Company to legal, regulatory, or reputational harm.

Emerging and evolving regulations related to AI use, transparency, safety, and accountability may require additional investment, changes to existing processes, or limitations on the development and application of these technologies.

Rapid advances in AI may also create competitive pressures or require ongoing investment to maintain effectiveness, and failures to manage, govern, or deploy AI responsibly could impair the Company’s ability to achieve expected efficiencies or strategic objectives.

Workforce restructuring activities are expected to deliver benefits, but also impact business groups, functions, and geographies.

The Company continues to discuss its PFAS manufacturing exit, and related issues involving the disposition of manufacturing assets, with customers, government authorities, and other stakeholders, and the Company remains focused on completing the exit in a timely and orderly fashion.

As stated above, 3M is progressing toward the exit of all PFAS manufacturing by the end of 2025.

With respect to PFAS-containing products manufactured by third parties, the Company intends to continue to evaluate beyond the end of 2025 the adoption of third-party products that do not contain PFAS to the extent such products are available and such adoption is feasible.

For example, the Company recorded a pre-tax charge of $897 million, inclusive of legal fees and other related obligations, in the first quarter of 2018 with respect to the settlement of a matter brought by the State of Minnesota involving the presence of PFAS in the groundwater, surface water, fish or other aquatic life, and sediments in the state.

The Company or its third-party vendors may develop or incorporate artificial intelligence technology in certain business processes, services or products.

The development and use of artificial intelligence may present risks to the Company’s business.

Also, the rapidly evolving legal and regulatory environment relating to artificial intelligence, in the United States and internationally, could impact the Company’s implementation of artificial intelligence technology, and increase compliance costs and the risk of non-compliance.

Any cybersecurity incident or information or operational technology network disruption could result in numerous negative consequences,

Workforce restructuring activities impact business groups, functions, and geographies, and the structural reorganization is expected to reduce the size of the corporate center, simplify supply chain, streamline 3M's geographic footprint, reduce layers of management, further align business go-to-market models to customers, and reduce manufacturing roles to align with production volumes, with the goal of improving the Company's longer-term outlook in overall performance.

3M’s MD&A is presented in [removed: eight] [added: the following] sections:

[removed: Certain] [added: As discussed in Note 1, certain] changes are reflective in this document for all applicable periods presented.

[removed: -] As discussed in Note 2, on April 1, 2024, 3M completed the [removed: previously announced] separation of its Health Care business (the Separation) through a pro rata distribution of 80.1% of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.

As a [removed: result of the Separation,] [added: result,] Solventum became an independent public [removed: company and] [added: company,] 3M no longer [removed: consolidates] [added: consolidated] Solventum into 3M’s financial [removed: results.][added: results and the historical net income of Solventum, and applicable assets and liabilities included in the Separation were reported in 3M's consolidated financial statements as discontinued operations.]

[removed: Certain additional] [added: Additional] information about results of operations and financial condition for [removed: 2023] [added: 2024] and [removed: 2022, not otherwise impacted by reflection] [added: 2023 (including the detailed discussion] of the [removed: above for applicable] prior [removed: periods presented,] [added: year 2024 to 2023 year-over-year changes)] can be found in [removed: *Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations*] [added: Operations] sections in 3M's Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

From a geographic perspective, [removed: any references to] EMEA [removed: refer] [added: refers] to Europe, [added: the] Middle [removed: East] [added: East,] and Africa on a combined basis.

[removed: References are made to organic] [added: (b) Organic] sales change (which [removed: include] [added: includes] both organic volume [removed: impacts] and selling price impacts), [removed: which] is defined as the change in net sales, absent the [removed: separate] impacts [removed: on sales] from foreign currency translation and acquisitions, net of divestitures.

[added: (c)] Acquisition and divestiture sales change [removed: impacts, if any,] [added: impacts] are measured separately for the first twelve months post-transaction and, beginning April 2024, [removed: include] [added: include, within divestitures,] the impact of commercial agreements associated with the separation of Solventum.

[removed: See] [added: Refer to the] *Certain amounts adjusted for special items - (non-GAAP measures)* section below for additional [removed: discussion of these and other special items, including references therein to where further information is provided.][added: details.]

| | | | | | | [added: 2024] | | | [removed: 2024] | | | | | | [removed: 2023] | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Net costs for significant litigation | | | | | | | | | | | | [removed: 21.00] [added: 84] | | | | | | [removed: 3.20] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Divestiture costs | | | | | | [added: —] | | | | | | [removed: 0.02] [added: 13] | | | | | | [removed: 0.01] | | | [added: | | | 13 | | | | | | 4 | | | | | | | | | | | | 9 | | | | | | 0.02 | | |]

| Gain on business divestitures | | | | | | [added: —] | | | | | | [removed: (0.05)] [added: (36)] | | | | | | [removed: (4.73)] | | | [added: | | | (36) | | | | | | (11) | | | | | | | | | | | | (25) | | | | | | (0.05) | | |]

| Russia exit [removed: charges (benefits)] [added: benefits] | | | | | | [added: —] | | | | | | [removed: (0.04)] [added: (18)] | | | | | | [removed: 0.19] | | | [added: | | | (18) | | | | | | 3 | | | | | | | | | | | | (21) | | | | | | (0.04) | | |]

| Manufactured PFAS products | | | | | | [added: (1,289)] | | | | | | [removed: 0.28] [added: 205] | | | | | | [removed: 0.90] | | | [added: | | | 205 | | | | | | 50 | | | | | | | | | | | | 155 | | | | | | 0.28 | | |]

| Total special items | | | | | | [added: (1,289)] | | | | | | [removed: 21.21] [added: 15,033] | | | | | | [removed: (0.38)] | | | [added: | | | 15,409 | | | | | | 3,661 | | | | | | | | | | | | 11,748 | | | | | | 21.21 | | |]

| Net costs for significant litigation | | | | | | | | | | | | [removed: (1.32)] | | | | | | [removed: (21.00)] [added: 36] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Divestiture costs | | | | | | [added: —] | | | | | | [removed: (0.24)] | | | | | | [removed: (0.02)] [added: 20] | | | [added: | | | | | | | | | 20 | | | | | | (111) | | | | | | | | | | | | 131 | | | | | | 0.24 | | | | | | | | |]

[removed: | Russia] [added: *Russia] exit [removed: (charges) benefits | | | | | | | | | | | | — | | | | | | 0.04 | | |][added: benefits:*]

| Manufactured PFAS products | | | | | | [added: (945)] | | | | | | [removed: (0.20)] | | | | | | [removed: (0.28)] [added: 144] | | | [added: | | | | | | | | | 144 | | | | | | 34 | | | | | | | | | | | | 110 | | | | | | 0.20 | | | | | | | | |]

| Pension risk transfer [removed: cost] [added: charge] | | | | | | [added: —] | | | | | | [removed: (1.11)] | | | | | | — | | | [added: | | | | | | | | | 808 | | | | | | 191 | | | | | | | | | | | | 617 | | | | | | 1.11 | | | | | | | | |]

| Solventum ownership [removed: benefit from] [added: -] change in value | | | | | | [added: —] | | | | | | [removed: 2.83] | | | | | | — | | | [added: | | | | | | | | | (1,564) | | | | | | — | | | | | | | | | | | | (1,564) | | | | | | (2.83) | | | | | | | | |]

| Total special items | | | | | | [added: (945)] | | | | | | [removed: (0.04)] | | | | | | [removed: (21.21)] [added: 245] | | | [added: | | | | | | | | | 208 | | | | | | 182 | | | | | | | | | | | | 26 | | | | | | 0.04 | | | | | | | | |]

[added: (a)] The Company refers to various "adjusted" amounts or measures on an “adjusted" basis.

[removed: - In 2024 and 2023, lower defined] [added: | Defined] benefit pension and postretirement [removed: service cost decreased] [added: benefit] expense [removed: year-on-year.][added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: *Acquisitions/divestitures:*][added: Divestitures:]

The primary factors [removed: that impacted] [added: impacting] 2024 were the effective tax rate benefit on the change in value of 3M's retained ownership interest in [removed: Solventum] [added: Solventum,] offset by the effective tax rate on the PWS Settlement and the CAE Settlement [removed: (as discussed] [added: (discussed] in Note [removed: 19), including 3M’s related decision in the fourth quarter of 2024 to defer certain deductions and accelerate income for tax purposes.][added: 17).]

[removed: Certain amounts adjusted for special items - (non-GAAP measures):] In addition to reporting financial results in accordance with U.S. GAAP, 3M also provides certain non-GAAP measures.

Because 3M provides certain information with respect to business segments, it is noteworthy that special items impacting operating income (loss) are reflected in Corporate and [removed: Unallocated,] [added: Other,] except as described with respect to net costs for significant litigation and manufactured PFAS products items in the “Description of special items” section.

| •Income [removed: (loss)] from continuing operations before taxes | | | | | | | | |

| •Net income [removed: (loss)] from continuing operations | | | | | | | | |

- These relate to 3M's respirator mask/asbestos (which include Aearo and non-Aearo items), PFAS-related other environmental, and Combat Arms Earplugs matters (as discussed in Note [removed: 19).][added: 17).]

Net costs include the impacts of changes in accrued liabilities (including interest imputation on applicable settlement obligations), [removed: external] legal [removed: fees,] [added: costs,] and insurance recoveries, along with the associated tax impacts.

Associated tax impacts of significant litigation include impacts on Foreign Derived Intangible Income (FDII), Global Intangible Low Taxed Income (GILTI), foreign tax [removed: credits] [added: credits,] and tax costs of repatriation.

Net costs related to respirator mask/asbestos are reflected as special items in the Safety and Industrial business segment while those impacting operating income (loss) associated with PFAS-related other environmental and Combat Arms Earplugs matters are reflected as corporate special items in Corporate and [removed: Unallocated.][added: Other.]

[removed: -] In 2023, 3M recorded a gain related to the sale of its dental local anesthetic business partially offset by a loss associated with a [removed: previously] contingent indemnification obligation from [removed: a 2020] [added: an earlier] divestiture.

Refer to Note [removed: 4] [added: 13] for [removed: further details.][added: additional information.]

- These include [removed: certain] limited costs that were not eligible to be included within discontinued operations related to separating and divesting substantially an entire business segment of 3M following public announcement of its intended divestiture.

- These amounts relate to sales and estimates of income (loss) regarding manufactured PFAS products that 3M [removed: plans to exit] [added: exited] by the end of [removed: 2025] [added: 2025,] included within the Transportation and Electronics business segment.

- In [removed: the second quarter of] 2023, 3M recorded a gain on final disposal of net assets in Russia.

Unless otherwise noted, any sales change analysis compares 2025 with 2024, year-on-year (YoY).

Financial highlights for 2025 and 2024:

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| | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | GAAP | | | | | | Adjusted(a) | | | | | | GAAP | | | | | | Adjusted(a) | | |

| Net sales (millions) | | | | | | | | | | | | | | | | | | $ | 24,948 | | | | | $ | 24,279 | | | | | $ | 24,575 | | | | | $ | 23,630 | |

| Total sales change | | | | | | | | | | | | | | | | | | 1.5 | | % | | | | 2.7 | | % | | | | (0.1) | | % | | | | 1.3 | | % |

| Organic sales change(b) | | | | | | | | | | | | | | | | | | 0.9 | | % | | | | 2.1 | | % | | | | (0.2) | | % | | | | 1.2 | | % |

Net sales change was driven by strength in safety and general industrial and supported by commercial excellence and new product introductions.

These were partially offset by known softness in auto aftermarket, roofing granules, commercial vehicles, and consumer, and the YoY impact of the manufactured PFAS products special item.

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| | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | GAAP | | | | | | Adjusted(a) | | | | | | GAAP | | | | | | Adjusted(a) | | |

| Operating income margin | | | | | | | | | | | | | | | | | | 18.6 | | % | | | | 23.4 | | % | | | | 19.6 | | % | | | | 21.4 | | % |

| YoY change in operating income margin | | | | | | | | | | | | | | | | | | (1.0) | | ppts | | | | 2.0 | | ppts | | | | 63.0 | | ppts | | | | 2.8 | | ppts |

GAAP operating margins were affected by the YoY impact of special items.

These primarily included an increase in net costs for significant litigation impacting operating income from the 2025 PFAS-related New Jersey Settlement and updates to site remediation obligations (discussed in Note 17), partially offset by increased insurance recoveries; manufactured PFAS products impacts; a 2025 charge associated with divestiture activity (discussed in Note 4); and 2025 transformation costs.

Outside of special items, both GAAP and adjusted operating margins reflect benefits from growth, productivity, and lower restructuring costs (apart from the transformation costs special item), partially offset by growth investments and tariff impacts.

Additionally, margins YoY were impacted by cost dis-synergies (from the exit of PFAS manufacturing and 2024 spin of Solventum); by transition service agreement reimbursement from Solventum, which began in the second quarter of 2024; and by the lower extent of stock-based compensation grants (see the *Certain Expenses Impacting Multiple Line Items within Results of Operation* discussion below).

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| | | | | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | GAAP | | | | | | Adjusted(a) | | | | | | GAAP | | | | | | Adjusted(a) | | |

| Earning per diluted share (EPS) | | | | | | | | | | | | | | | | | | $ | 6.00 | | | | | $ | 8.06 | | | | | $ | 7.26 | | | | | $ | 7.30 | |

| YoY change in EPS | | | | | | | | | | | | | | | | | | (17) | | % | | | | 10 | | % | | | | 148 | | % | | | | 21 | | % |

GAAP EPS YoY was affected by the net impact of special items.

In addition to special items relative to operating income discussed above, this primarily included the YOY impact of the change in value of Solventum ownership, a $0.8 billion pre-tax pension settlement charge in 2024 (as discussed in Note 13), and the YOY impact of imputed interest associated with obligations resulting from significant litigation.

Outside of special items, both GAAP and adjusted EPS reflect the impact of the other operating income items discussed above, as well as a 2025 gain on the sale of an investment (see the *Income from Unconsolidated Subsidiaries, Net of Taxes* discussion below) and the impact of lower share count.

These were partially offset by higher non-operating net interest expense and pension expense (both apart from special items).

3M completed its exit of PFAS manufacturing at the end of 2025 as discussed in Part I, Item 1A, “Risk Factors” of this document.

Decisions or circumstances associated with the extent and type of remaining activity at particular locations and impacts on assets and potential obligations, among other factors, could result in additional expenses.

Information regarding sales by geographic area is included below.

The term "N/M" used herein references "not meaningful" for certain percent changes.

These include:

In connection with the Separation, the historical net income of Solventum and applicable assets and liabilities included in the Separation are reported in 3M's consolidated financial statements as discontinued operations.

- 3M made certain changes to the composition of segment information reviewed by 3M's chief operating decision maker (CODM) effective in the second quarter of 2024 largely as a result of the separation of Solventum and changes within its business segments effective in the first quarter of 2024 as further described in Note 22.

To the extent these changes impacted 3M's disclosed disaggregated revenue information, data in Note 3 has also been updated.

3M is impacted by certain special items such as costs for significant litigation and the sales and income associated with manufactured PFAS products.

Additional information regarding certain items impacting pre-2024 periods that may also be relevant in 2024 can be found in the Overview section of Part II, Item 7 as well as in further sections of 3M’s 2023 Annual Report on Form 10-K.

Earnings (loss) from continuing operations per share attributable to 3M common shareholders – diluted: The following table provides the increases (decreases) in diluted earnings (loss) from continuing operations per share.

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| Earnings (loss) from continuing operations per diluted share | | | | | | | | | | | | Year ended December 31, | | | | | | | | |

| Same period last year | | | | | | | | | | | | $ | (15.17) | | | | | $ | 7.07 | |

| Divestiture-related restructuring actions | | | | | | | | | | | | — | | | | | | 0.05 | | |

| Same period last year, excluding special items | | | | | | | | | | | | $ | 6.04 | | | | | $ | 6.69 | |

| Increase/(decrease) due to: | | | | | | | | | | | | | | | | | | | | |

| Total organic growth/productivity and other | | | | | | | | | | | | 0.93 | | | | | | 0.23 | | |

| Restructuring and related charges | | | | | | | | | | | | 0.23 | | | | | | (0.59) | | |

| Foreign exchange impacts | | | | | | | | | | | | (0.13) | | | | | | (0.10) | | |

| Acquisitions/divestitures | | | | | | | | | | | | 0.02 | | | | | | (0.06) | | |

| Other expense (income), net | | | | | | | | | | | | 0.22 | | | | | | (0.07) | | |

| Income tax rate | | | | | | | | | | | | (0.04) | | | | | | (0.20) | | |

| Shares of common stock outstanding | | | | | | | | | | | | 0.03 | | | | | | 0.14 | | |

| Current period, excluding special items | | | | | | | | | | | | 7.30 | | | | | | 6.04 | | |

| Gain on business divestitures | | | | | | | | | | | | — | | | | | | 0.05 | | |

| Current period | | | | | | | | | | | | $ | 7.26 | | | | | $ | (15.17) | |

A discussion related to the components of year-on-year changes in earnings (loss) from continuing operations per diluted share follows:

*Organic growth/productivity and other:*

- In 2024, the following components impacted earnings (loss) from continuing operations per diluted share year-on-year:

*◦*Year-on-year increase of $0.77 per share as a result of benefits from organic growth (including from new product launches), productivity, strong spending discipline and restructuring (including a $30 million cumulative translation adjustment restructuring benefit as certain entities were substantially liquidated in the fourth quarter of 2024) partially offset by growth investments

◦Nonrecurring items including gain on property sales resulted in a net year-on-year increase of $0.08 per share

*◦*Income from transition services agreements with Solventum (refer to Note 2 for additional discussion) resulted in a net year-on-year increase of $0.08 per share.

The year-on-year impact of non-Solventum related transition services agreements is included in acquisitions/divestitures as further described below.

- In 2023, the following components impacted earnings (loss) from continuing operations per diluted share year-on-year:

◦Declines in disposable respirator demand year-on-year and the 2022 exit of operations in Russia negatively impacted earnings (loss) per share by $0.38.

◦Remaining organic growth/productivity and other impacts resulted in a net year-on-year increase of $0.61 per share which was impacted by the following:

▪Benefits from spending discipline, sourcing actions, restructuring, higher selling prices and ongoing productivity actions

▪Lower sales volumes (particularly electronics/consumer retail); investments in growth, productivity, and sustainability; manufacturing/supply chain headwinds; inflation impacts; China; and Europe's geopolitical impacts

*Restructuring and related charges:*

*•*3M recorded restructuring pre-tax charges of $187 million, $415 million, and $16 million in 2024, 2023, and 2022 respectively, related to the 2023 to 2025 structural reorganization actions and 2020 through 2022 operational/marketing capability actions (refer to Note 6 for additional discussion).

The 2024 pre-tax charge included a $30 million cumulative translation adjustment restructuring benefit as certain entities were substantially liquidated in the fourth quarter of 2024.

Significant Accounting Policies, Note [removed: 13.][added: 11.]

Marketable Securities, Note [removed: 14.][added: 12.]

Long-Term Debt and Short-Term Borrowings, Note [removed: 17.][added: 15.]

Derivatives and Note [removed: 18.][added: 16.]

At December 31, [removed: 2024] [added: 2025] and [removed: December 31, 2023,] [added: 2024,] an instantaneous 10% change in applicable foreign currency spot exchange rates would have [removed: increased/decreased] [added: resulted in changes of up to approximately $192 million and $24 million, respectively, in] the aggregate fair value carrying amount of foreign exchange [removed: forward and option] [added: forward/option] contracts [removed: by up to approximately $24 million] and [removed: by approximately $175 million, respectively.][added: cross-currency swaps.]

The similar impact on non-functional currency denominated debt used as hedging instruments would [removed: be] [added: have resulted in changes of up to] approximately [removed: $182] [added: $206] million and [removed: $192] [added: $182] million, respectively, at December 31, [removed: 2024] [added: 2025] and [removed: December 31, 2023.][added: 2024.]

At December 31, [removed: 2024] [added: 2025] and [removed: December 31, 2023,] [added: 2024,] an instantaneous [removed: 100 basis point] [added: 100-basis-point] change in applicable interest rates would [removed: increase/decrease] [added: have resulted in an insignificant increase or decrease in] the Company's pre-tax earnings [removed: by approximately $10 million and $13 million, respectively,] on an annualized [removed: basis as it relates] [added: basis, related] to 3M's floating-rate notes and interest rate swap agreements.

In this document, for any references to Note 1 through Note [removed: 23,] [added: 20,] refer to the Notes to Consolidated Financial Statements in Item 8.

| Underlying divisions/businesses *Refer to Note 3 for disaggregated revenue information* | | | | | | •Abrasives •Automotive [removed: aftermarket] [added: Aftermarket] •Electrical [removed: markets] [added: Markets] •Industrial [removed: adhesives] [added: Adhesives] and [removed: tapes] [added: Tapes] •Industrial [removed: specialties] [added: Specialties Division] •Personal [removed: safety] [added: Safety] •Roofing [removed: granules] [added: Granules] | | | | | | •Advanced [removed: materials] [added: Materials] •Automotive and [removed: aerospace] [added: Aerospace] •Commercial [removed: branding] [added: Branding] and [removed: transportation] [added: Transportation] •Display [removed: materials] [added: Materials] and [removed: systems] [added: Systems] •Electronics [removed: materials solutions] [added: Materials Solutions] | | | | | | •Consumer [removed: safety & well-being] [added: Safety and Well-Being] •Home and [removed: auto care] [added: Auto Care] •Home [removed: improvement] [added: Improvement] •Packaging and [removed: expression] [added: Expression] | | |

| Representative revenue-generating activities, products or services | | | | | | •Industrial abrasives and finishing for metalworking applications •Autobody repair solutions •Industrial specialty products such as personal hygiene products, masking, and packaging materials •Electrical products and materials for construction and maintenance, power distribution and electrical original equipment manufacturers (OEMs) •Structural adhesives and tapes •Respiratory, hearing, eye and fall protection solutions •Natural and color-coated mineral granules for shingles | | | | | | •Advanced ceramic solutions •Attachment/bonding, films, sound and temperature management for [removed: transportation] vehicles •Premium large format graphic films for advertising and fleet signage •Reflective signage for highway, and vehicle safety •Light management films and electronics assembly solutions [added: •Aerospace, industrial/commercial solutions] •Chip packaging and interconnection solutions •Semiconductor production materials •Solutions for data centers | | | | | | •Cleaning products for the home •Consumer air quality products •Picture hanging accessories •Retail abrasives, paint accessories and safety products •Stationery and office products •Automotive appearance products •Consumer bandages, tapes, braces and supports Some seasonality impacts this business segment, for example back-to-school and holiday | | |

| Example brands/offerings | | | | | | •3M™ Cubitron™ [removed: II abrasives •Scotch-Brite™ Abrasives •Scotch & Temflex] [added: Abrasives; Scotch-Brite™ Abrasives; Scotch®] Vinyl Tapes, [removed: Scotchkote Coatings, Dynatel locators, Scotchcast resins] [added: 3M™ Temflex™ Vinyl Tapes; 3M™ Scotchkote™ Coatings; 3M™ Dynatel™ Locators; 3M™ Scotchcast™ Resins] •Collision [removed: repair and] [added: repair;] paint [removed: spray] [added: application and finishing] products •Reclosable fasteners; tapes and label materials for durable [removed: goods] [added: goods; 3M™ Dual Lock™ Reclosable Fasteners] •Electrical infrastructure products; medium voltage cable accessories and insulation tapes [removed: •3M ™] [added: •3M™] VHB™ [removed: Bonding tapes; Scotch® masking, packaging] [added: Tape; 3M™ Scotchlite™ Reflective Materials; Scotch™ Packaging] and [removed: filament tapes •Disposable respirators] [added: Filament Tapes •3M™ DBI-Sala™ Fall Protection; 3M™ Scott™ Self Contained Breathing Apparatus; 3M™ Peltor™ Protection & Communication; disposable] and [removed: fall protection products] [added: reusable respirators] •Scotchgard™ Protector for shingles | | | | | | •3M™ Nextel™ Ceramic fibers and textiles •Thinsulate™ Acoustic Insulation products and automotive components •3M™ Scotchlite™ graphic films, 3M™ Scotchcal™ and 3M™ Controltac™ Commercial graphics •3M™ Diamond Grade™ DG3 reflective sheeting for transportation safety •Electronic display enhancement films and optically clear adhesives •Electronic interconnect products | | | | | | •Command™ adhesive hooks •Filtrete™ HVAC air filters •Scotch-Brite™ cleaning sponges •Meguiar’s™ car wash •Scotch® tape •Post-it® stick notes •Nexcare™ bandages •Scotchgard™ spray | | |

| Representative market trends or opportunities | | | | | | •Personal safety •Connected bodyshop •Grid modernization •Robotics and automation | | | | | | •Automotive electrification •Data center solutions •Extended reality •Semiconductor •Graphic and architectural films [added: •Aerospace and defense solutions] | | | | | | •Home improvement •Home cleaning •Stationary •Office supplies •Automotive appearance •Consumer health care | | |

Distribution: 3M products are sold through numerous distribution channels, including directly to users and [removed: rough numerous] [added: through a wide range of] e-commerce and traditional wholesalers, retailers, jobbers, [removed: distributors] [added: distributors,] and dealers in a wide variety of trades in many countries around the world.

Management believes [added: that] the confidence of [removed: wholesalers, retailers, jobbers, distributors and dealers] [added: these partners] in 3M and its products — a confidence developed through long association with skilled marketing and sales representatives — has contributed significantly to 3M’s position in the marketplace and to its growth.

Human Capital: On December 31, [removed: 2024,] [added: 2025,] the Company employed approximately [removed: 61,500] [added: 60,500] people (full-time equivalents), with approximately 22,500 employed in the United States and [removed: 39,000] [added: 38,000] employed internationally.

This includes [removed: four] [added: five] general categories of focus: Health and Safety; [added: Performance Culture;] Development; [removed: Inclusion;] [added: People] and [added: Community; and] Compensation and Benefits.

3M maintains talent and succession planning processes, including regular [removed: review] [added: reviews] by the Company’s chief executive officer (CEO) and reporting up through the Board of Directors.

The Company provides leadership development experiences through [added: enterprise leadership development programs,] job-based or project-based assignments, assessment and coaching, and targeted skill-development where leaders are given the opportunity to learn, apply, and share their skills.

In addition to earning a base salary, eligible employees are compensated for their contributions to the Company’s goals with both short-term [removed: cash] incentives and long-term [removed: equity-based] incentives.

[removed: Market price risks] [added: Overall, these market conditions caused supply constraints and inflation, but] were [removed: partially mitigated] [added: offset] via negotiated supply contracts and leveraging scale across [added: the] supply base.

The Company believes that its trademarks, patents, and trade secrets provide an important competitive advantage in many of its [removed: businesses.][added: businesses, particularly in connection with new product introductions in markets around the world.]

3M has [removed: made,] [added: made] and [removed: plans to] [added: will] continue [removed: making,] [added: to make,] necessary [removed: expenditures] [added: expenditures, including capital expenditures,] for compliance with [added: these] applicable laws and regulations.

3M is also involved in remediation actions relating to environmental matters from past operations at certain sites (refer to “Environmental Matters and Litigation” in Note [removed: 19,] [added: 17,] Commitments and Contingencies).

[removed: Although an estimate of certain nearer-term capital expenditures is provided above,] 3M cannot predict with certainty whether future costs of compliance with government regulations (including environmental regulations) will have a material effect on its capital expenditures, earnings or competitive position.

This information is presented in the table below as of the date of the 10-K filing (February [removed: 5, 2025).][added: 3, 2026).]

| Name | | | | | | Age | | | | | | Present [removed: Position] [added: position] | | | | | | Year [removed: Elected] [added: elected] to [removed: Present Position] [added: present position] | | | | | | Other [removed: Positions Held] [added: positions held] during [removed: 2020] [added: 2021] - [removed: 2024] [added: 2025] | | |

| [removed: Michael F. Roman] [added: William M. Brown] | | | | | | [removed: 65] [added: 63] | | | | | | [removed: Executive] Chairman of the Board [added: and Chief Executive Officer] | | | | | | [removed: 2024] [added: 2025] | | | | | | [added: Chief Executive Officer, 2024-2025 Executive] Chairman of the [added: Board, L3Harris Technologies, 2021-2022 Chairman of the] Board and Chief Executive Officer, [removed: 2019-2024] [added: L3Harris Technologies, 2019-2021] | | |

| Anurag Maheshwari | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President, Chief Financial Officer | | | | | | 2024 | | | | | | Executive Vice President, Chief Financial Officer, Otis Worldwide Corporation, 2022-2024 Vice President, Finance, IT and Chief Transformation Officer, Otis Asia Pacific, Otis Worldwide Corporation, 2020-2022 [removed: Vice President, Investor Relations, L3 Harris Technologies and Harris Corporation, 2017-2020] | | |

| John P. Banovetz | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Technology Officer and Environmental Responsibility | | | | | | 2021 | | | | | | Senior Vice President, Chief Technology Officer and Environmental Responsibility, 2021 [removed: Senior Vice President, Innovation and Stewardship and Chief Technology Officer, 2020] | | |

| Wendy Bauer | | | | | | [removed: 49] [added: 50] | | | | | | Group President, Transportation & Electronics Business Group | | | | | | 2024 | | | | | | Vice President, Automotive & Mfg and Retail/Consumer Goods, Amazon Web Services, 2024 Vice President, Automotive & Mfg, Amazon Web Services, 2023-2024 General Manager, Automotive & Mfg, Amazon Web Services, 2023 General Manager, Automotive, Amazon Web Services, 2021-2022 Global Automotive Sales Lead, Amazon Web Services, 2019-2021 | | |

| Karina Chavez | | | | | | [removed: 51] [added: 52] | | | | | | Group President, Consumer Business Group | | | | | | 2023 | | | | | | Senior Vice President and Chief Strategy Officer, 2021-2023 Senior Vice President, Customer Operations, 2020-2021 [removed: Global Business Director, Home Improvement Business, 2017-2020] | | |

| Zoe Dickson | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Human Resources Officer | | | | | | 2021 | | | | | | Senior Vice President, Talent, Learning and Insights, 2021 Vice President, Organization Effectiveness and Talent, Human Resources, 2020-2021 [removed: Vice President, Organization Effectiveness, Human Resources 2019-2020] | | |

| Chris Goralski | | | | | | [removed: 53] [added: 54] | | | | | | Group President, Safety & Industrial | | | | | | 2023 | | | | | | President, Industrial Adhesives & Tapes Division, 2020-2023 [removed: Vice President, Environmental Stewardship, Research & Development, 2018-2020] | | |

| Mark Murphy | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Information and Digital Officer | | | | | | 2021 | | | | | | Chief Information Officer, Abbott Laboratories, 2020-2021 [removed: Global Chief Information Officer and Vice President, BTS, Abbott Laboratories, 2018-2020] | | |

| Kevin H. Rhodes | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President, Chief Legal Affairs Officer, and Secretary | | | | | | 2025 | | | | | | Executive Vice President, Chief Legal Affairs Officer, 2022-2024 Senior Vice President and Deputy General Counsel, 2019-2021 | | |

Words such as “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could,” "would," [removed: “forecast”] [added: “forecast,” "future," "outlook," "guidance"] and other words and terms of similar meaning, typically identify such forward-looking statements.

- worldwide economic, political, regulatory, international trade, geopolitical, capital markets and other external conditions and other factors beyond the Company's control, including inflation; recession; military conflicts; trade restrictions such as sanctions, tariffs, [added: reciprocal] and retaliatory [added: tariffs, and other tariff-related] measures; regulatory requirements, legal actions, or enforcement; and natural and other disasters or climate change affecting the operations of the Company or its customers and suppliers,

- liabilities and the outcome of contingencies related to certain fluorochemicals known as "PFAS," including liabilities related to claims, lawsuits, and government regulatory proceedings concerning various PFAS-related products and chemistries, as well as risks related to the Company's [removed: plans to] exit [added: of] PFAS manufacturing and work to discontinue use of PFAS across its product portfolio,

- risks related to the class-action settlement (“PWS Settlement”) to resolve claims by public water suppliers in the United States regarding PFAS, [added: as well as risks related to ongoing PFAS-related settlements and claims,]

- the availability and cost of purchased components, compounds, raw materials and energy due to shortages, increased demand and wages, [added: tariffs,] supply chain interruptions, or natural or other disasters,

- unanticipated problems or delays [added: when implementing new business systems and solutions, including] with the phased implementation of a global enterprise resource planning (ERP) system, or security breaches and other disruptions to the Company's information or operational technology infrastructure,

- matters relating to the spin-off of the Company's Health Care business, including the risk that the expected benefits will not be realized; the risk that the costs or dis-synergies will exceed the anticipated amounts; potential impacts on the Company's relationships with its customers, suppliers, employees, regulators and other counterparties; the ability to realize the desired tax treatment; [removed: the risk that any consents or approvals required will not be obtained;] risks under the agreements and obligations entered into in connection with the spin-off, and

As part of 3M's ongoing commercial excellence initiative, the Company is focused on further strengthening and optimizing this go‑to‑market channel, enhancing partner engagement, and improving overall channel performance to support continued growth.

*Performance Culture:*

3M’s performance culture is grounded in five behavioral expectations that apply consistently across all levels of the organization: Deliver Results, Challenge the Status Quo, Instill Rigor and Accountability, Energize the Team to Act, and Act Responsibly and Respectfully.

These behaviors guide how the Company evaluates, rewards, recognizes and develops its people to support a high-performance environment.

Through clear communications to candidates and employees, these expectations serve as a foundation for how work gets done at 3M.

Development programs for executive leaders, people leaders, and individual contributors are aligned to help ensure employees have the capabilities needed to demonstrate them effectively.

3M’s performance enablement process emphasizes clear goal setting, regular coaching, and feedback, and differentiated performance rewards to reinforce the Company’s “pay for performance” approach.

*People and Community:*

3M is committed to developing a skilled, engaged, and innovative workforce and to strengthening the communities in which it operates.

The Company supports its people through talent practices that attract, develop, and retain employees with a wide variety of expertise and experiences, and fosters a work environment that promotes collaboration, respect, and high performance.

3M also advances STEM and skilled‑trade readiness through volunteerism, charitable giving, and strategic community partnerships.

Raw Materials: In 2025, persistent pricing pressure, tariffs and geopolitical uncertainty prompted producers to adjust capacity and restructure operations.

| Paul Gallagher | | | | | | 58 | | | | | | Group President, Enterprise Supply Chain | | | | | | 2026 | | | | | | Chief Supply Chain Officer, General Mills, 2021-2026 Vice President, North America Supply Chain, General Mills 2019-2021 | | |

| Jon Van Wyck | | | | | | 43 | | | | | | Executive Vice President, Chief Strategy Officer | | | | | | 2025 | | | | | | Managing Director and Senior Partner, Boston Consulting Group, 2010-2025 | | |

- legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's reports on Form 10-K, 10-Q, and 8-K, as well as compliance risks related to legal or regulatory requirements, government contract requirements, policies and practices, or other matters that require or encourage the Company or its customers, suppliers, vendors, or channel partners to conduct business in a certain way,

- matters relating to Combat Arms Earplugs (“CAE”) and related products.

On April 1, 2024, 3M completed the previously announced separation of its Health Care business (see Note 2 for additional information).

*Inclusion:*

3M believes that bringing together people from diverse perspectives, backgrounds, and identities sparks even greater innovation, and helps 3M serve its customers.

3M maintains gender pay parity globally and is committed to continuing these efforts.

Additionally, 3M focuses on attracting top talent from a variety of backgrounds and geographies and providing equal opportunities for advancement.

3M supports these values with an internal CEO Inclusion Council, a forum led by senior management to advance inclusion.

Since 2020, the Company has invested $50 million to address opportunity gaps through workforce development initiatives in the communities in which its employees live and 3M business operates.

Raw Materials: In 2024, global supply chains stabilized, with disruptions driven from more isolated factors.

Overall, on a continuing operations basis, 3M experienced year-over-year market inflation in 2024 driven by key feedstocks and labor.

In 2024, 3M expended approximately $170 million (excluding activity related to the former Solventum health care business) on capital projects for environmental purposes as defined below.

Capital projects for environmental purposes include waste reduction and pollution control programs such as water usage reduction and water quality improvement equipment, scrubbers, containment structures, solvent recovery units and thermal oxidizers.

Capital expenditures for similar projects are presently expected to approach approximately $340 million for 2025 and 2026 in aggregate.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| William M. Brown | | | | | | 62 | | | | | | Chief Executive Officer | | | | | | 2024 | | | | | | Executive Chairman of the Board, L3Harris Technologies, 2021-2022 Chairman of the Board and Chief Executive Officer, L3Harris Technologies, 2019-2021 | | |

| Torie Clarke | | | | | | 65 | | | | | | Executive Vice President and Chief Public Affairs Officer | | | | | | 2023 | | | | | | Independent Communications and Crisis Management Consultant, 2017-2023 Board member, The Rumsfeld Foundation, 2016-present | | |

| Peter D. Gibbons | | | | | | 63 | | | | | | Group President, Enterprise Supply Chain | | | | | | 2021 | | | | | | Chief Executive Officer, Tirehub, 2018-2021 | | |

- legal proceedings, including significant developments that could occur in the legal and regulatory proceedings described in the Company's reports on Form 10-K, 10-Q, and 8-K,

- matters relating to Combat Arms Earplugs (“CAE”) and related products, including those related to the August 2023 settlement that is intended to resolve, to the fullest extent possible, all litigation and alleged claims involving the CAE sold or manufactured by the Company's subsidiary Aearo Technologies and certain of its affiliates (“Aearo Entities”) and/or 3M (“CAE Settlement”).

Discussion of legal matters is incorporated by reference from Part II, Item 8, Note [removed: 19,] [added: 17,] “Commitments and Contingencies,” of this document, and should be considered an integral part of Part I, Item 3, “Legal Proceedings.”

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of voting stock held by nonaffiliates of the registrant, computed by reference to the closing price and shares outstanding, was approximately [removed: $82.6] [added: $80.7] billion as of January 31, [removed: 2025] [added: 2026] (approximately [removed: $56.1] [added: $81.1] billion as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second quarter).

Shares of common stock outstanding at January 31, [removed: 2025: 542.9] [added: 2026: 526.7] million

Parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, [removed: 2024)] [added: 2025)] for its annual meeting to be held on May [removed: 13, 2025,] [added: 12, 2026,] are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.

For the Year Ended December 31, [removed: 2024][added: 2025]

| [Item 1. [removed: Business](#ie645a54335af457fb30bbf567f3a64e6)] [added: Business](#i5026a5ba48ca4e5c8f5a9cad40454877)] | | | [removed: [4](#ie645a54335af457fb30bbf567f3a64e6)] [added: [4](#i5026a5ba48ca4e5c8f5a9cad40454877)] | | |

| [Item 1A. Risk [removed: Factors](#i200744f760b6453da31984500ab403b5)] [added: Factors](#i16b5cede433f411fb0dff8f1226b6c88)] | | | [removed: [10](#i200744f760b6453da31984500ab403b5)] [added: [10](#i16b5cede433f411fb0dff8f1226b6c88)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#icea501bd7e86429ca6f4735014d4cce5)] [added: Comments](#i08eba96b5fc84baf9331d56e01456ca5)] | | | [removed: [17](#icea501bd7e86429ca6f4735014d4cce5)] [added: [18](#i08eba96b5fc84baf9331d56e01456ca5)] | | |

| [Item 1C. [removed: Cybersecurity](#i698b8c0ecb834ff2a4a2948c0a12e935)] [added: Cybersecurity](#ib05a43ccc00d4c2e9a62329b06992656)] | | | [removed: [17](#i698b8c0ecb834ff2a4a2948c0a12e935)] [added: [18](#ib05a43ccc00d4c2e9a62329b06992656)] | | |

| [Item 2. [removed: Properties](#if671a0ae48fb464996daa53936bcb94d)] [added: Properties](#i93f560eaa3f64c9bbc574efdfe59ed8f)] | | | [removed: [18](#if671a0ae48fb464996daa53936bcb94d)] [added: [19](#i93f560eaa3f64c9bbc574efdfe59ed8f)] | | |

| [Item 3. Legal [removed: Proceedings](#i27d1c75b888d4c3e98e4777c93e800ca)] [added: Proceedings](#iab5f848c8e8a409893ac874413603e13)] | | | [removed: [18](#i27d1c75b888d4c3e98e4777c93e800ca)] [added: [19](#iab5f848c8e8a409893ac874413603e13)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i238e36c25db34b9b8e0cc1202b6c0171)] [added: Disclosures](#i948564576bd8442f8bd6f47a48d84f2b)] | | | [removed: [18](#i238e36c25db34b9b8e0cc1202b6c0171)] [added: [20](#i948564576bd8442f8bd6f47a48d84f2b)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4593de1ec36946a89273835a5f6ed7fb)] [added: Securities](#i0e594f8907034a319cd794e3d0299022)] | | | [removed: [18](#i4593de1ec36946a89273835a5f6ed7fb)] [added: [20](#i0e594f8907034a319cd794e3d0299022)] | | |

| [Item 6. [removed: \[Reserved\]](#i918c523a369e476f955dcb826ae18e8e)] [added: \[Reserved\]](#ia7b2f9aaa88d4c0cb84fb7874f39b713)] | | | [removed: [19](#i918c523a369e476f955dcb826ae18e8e)] [added: [20](#ia7b2f9aaa88d4c0cb84fb7874f39b713)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iecac7571d717420eacb45e2efa98a452)] [added: Operations](#iace2d65edc3d442fa94bf3f866cabc96)] | | | [removed: [19](#iecac7571d717420eacb45e2efa98a452)] [added: [20](#iace2d65edc3d442fa94bf3f866cabc96)] | | |

| [Results of [removed: Operations](#ief23333862ed4e7eab727a6f08ad4f85)] [added: Operations](#i33f812d2e5114c0e97a53c817066cf03)] | | | [removed: [28](#ief23333862ed4e7eab727a6f08ad4f85)] [added: [22](#i33f812d2e5114c0e97a53c817066cf03)] | | |

| [Performance by Business [removed: Segment](#i0256a719f2a84be6a690e30de2fc6667)] [added: Segment](#i5a8332ec2b134c52baef4c64fb4f6ff5)] | | | [removed: [30](#i0256a719f2a84be6a690e30de2fc6667)] [added: [25](#i5a8332ec2b134c52baef4c64fb4f6ff5)] | | |

| [Performance by Geographic [removed: Area](#i581fe84a6128448698e607856538e5ef)] [added: Area](#idddb6c2f10b84f03b6cdc1f9199c7774)] | | | [removed: [35](#i581fe84a6128448698e607856538e5ef)] [added: [27](#idddb6c2f10b84f03b6cdc1f9199c7774)] | | |

| [Critical Accounting [removed: Estimates](#i3d58a132fb334447a1b7157c8b769c4a)] [added: Estimates](#i8f50f03dab1f4561a51883aa6c300a97)] | | | [removed: [35](#i3d58a132fb334447a1b7157c8b769c4a)] [added: [31](#i8f50f03dab1f4561a51883aa6c300a97)] | | |

| [New Accounting [removed: Pronouncements](#i3d981c79783e45f1990d8ae1814a75d1)] [added: Pronouncements](#iacd5162bc944460cb52489599aad4c43)] | | | [removed: [37](#i3d981c79783e45f1990d8ae1814a75d1)] [added: [33](#iacd5162bc944460cb52489599aad4c43)] | | |

| [Financial Condition and [removed: Liquidity](#i57c735029b4141f79b03c22bfc8b6aa2)] [added: Liquidity](#ie463fc36356945ffa0328e1aa9aab1d4)] | | | [removed: [37](#i57c735029b4141f79b03c22bfc8b6aa2)] [added: [33](#ie463fc36356945ffa0328e1aa9aab1d4)] | | |

| [Financial [removed: Instruments](#i41ef466974de44609e65e2cc9068a2e0)] [added: Instruments](#i7ed9a475c75d469c9ef156f1a9547910)] | | | [removed: [40](#i41ef466974de44609e65e2cc9068a2e0)] [added: [36](#i7ed9a475c75d469c9ef156f1a9547910)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9b55e8ba013041f781b5b1faf6ccec1d)] [added: Risk](#iefee8fa668fa4352916c2a05076b4198)] | | | [removed: [40](#i9b55e8ba013041f781b5b1faf6ccec1d)] [added: [36](#iefee8fa668fa4352916c2a05076b4198)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#ifd67fe46048745579e142b899da90a63)] [added: Data](#ic760e174133a49a6b7da19d7a55b8f41)] | | | [removed: [41](#ifd67fe46048745579e142b899da90a63)] [added: [36](#ic760e174133a49a6b7da19d7a55b8f41)] | | |

| [Index to Financial [removed: Statements](#i3da467cfa7a941a0874e1d7a30885eb1)] [added: Statements](#i33eb151e85cc4a27abdd4fceb7257cd4)] | | | [removed: [41](#i3da467cfa7a941a0874e1d7a30885eb1)] [added: [36](#i33eb151e85cc4a27abdd4fceb7257cd4)] | | |

| [Management’s Responsibility for Financial [removed: Reporting](#i3d2d4af4ba2e4d26a3857185fdb5c4ab)] [added: Reporting](#i9c39061d48964b40bbc94662bf6997c5)] | | | [removed: [41](#i3d2d4af4ba2e4d26a3857185fdb5c4ab)] [added: [37](#i9c39061d48964b40bbc94662bf6997c5)] | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i1e1ad74ecfda496aaf151d09d5d25284)] [added: Reporting](#ic797048ea105457bbe8f92d182217ddf)] | | | [removed: [41](#i1e1ad74ecfda496aaf151d09d5d25284)] [added: [37](#ic797048ea105457bbe8f92d182217ddf)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i97376d5894984f4a84251a9275faba26)] [added: Firm](#id6299ac18c7c4bd1b847b721e95c915b)] | | | [removed: [42](#i97376d5894984f4a84251a9275faba26)] [added: [38](#id6299ac18c7c4bd1b847b721e95c915b)] | | |

| [Consolidated Statement of Income [removed: (Loss)](#id44f0251d0e040dd86fdb154e0f328dd)] [added: (Loss)](#if88d848be3344d4fbcc8e867203bae04)] | | | [removed: [45](#id44f0251d0e040dd86fdb154e0f328dd)] [added: [40](#if88d848be3344d4fbcc8e867203bae04)] | | |

| [Consolidated Statement of Comprehensive Income [removed: (Loss)](#idaf8d10784ff401ebb79a9fb426f30e2)] [added: (Loss)](#i171b636d49a14405994ecd075e721c82)] | | | [removed: [46](#idaf8d10784ff401ebb79a9fb426f30e2)] [added: [41](#i171b636d49a14405994ecd075e721c82)] | | |

| [Consolidated Balance [removed: Sheet](#ia3bcf31e6e294a76ba577205821a3e0d)] [added: Sheet](#i1ed228352ad94e559a1a591d8032406b)] | | | [removed: [47](#ia3bcf31e6e294a76ba577205821a3e0d)] [added: [42](#i1ed228352ad94e559a1a591d8032406b)] | | |

| [Consolidated Statement of Changes in [removed: Equity](#i2a353af5560044dab17b17b392c570e5)] [added: Equity](#id87aacfd350448b386702ed80a0551ab)] | | | [removed: [48](#i2a353af5560044dab17b17b392c570e5)] [added: [43](#id87aacfd350448b386702ed80a0551ab)] | | |

| [Consolidated Statement of Cash [removed: Flows](#i6a44c9deea464260aa3f91e3aec7842c)] [added: Flows](#i8f83a9f431674e558c9d9748817fe63b)] | | | [removed: [49](#i6a44c9deea464260aa3f91e3aec7842c)] [added: [44](#i8f83a9f431674e558c9d9748817fe63b)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9c583642557e4ea4afb29338513b3fe8)] [added: Statements](#idef840aca12248dab794378fb5bbe9db)] | | | [removed: [50](#i9c583642557e4ea4afb29338513b3fe8)] [added: [45](#idef840aca12248dab794378fb5bbe9db)] | | |

| [removed: [NOTE] [added: [Note] 1. Significant Accounting [removed: Policies](#i22871dfcac5e4bd58acfd36c6bc869a0)] [added: Policies](#i33a82999d103403c806c2408b707de49)] | | | [removed: [50](#i22871dfcac5e4bd58acfd36c6bc869a0)] [added: [45](#i33a82999d103403c806c2408b707de49)] | | |

| [removed: [NOTE] [added: [Note] 2. Discontinued [removed: Operations](#i3d85fbc7e17f49cbb060ef8d24647d64)] [added: Operations](#i9844558661da4f9f9672b4eb468b3d6a)] | | | [removed: [54](#i3d85fbc7e17f49cbb060ef8d24647d64)] [added: [50](#i9844558661da4f9f9672b4eb468b3d6a)] | | |

| [removed: [NOTE] [added: [Note] 3. [removed: Revenue](#if412521bcce6449ca53f1461919eecc9)] [added: Revenue](#i51fb4bafd4924bdd93b67b0fc16dbcd2)] | | | [removed: [56](#if412521bcce6449ca53f1461919eecc9)] [added: [51](#i51fb4bafd4924bdd93b67b0fc16dbcd2)] | | |

| [removed: [NOTE] [added: [Note] 4. [removed: Divestitures](#i68ba198b26be4b81befe746eea1f2730)] [added: Divestitures](#i44049af655624126b55025f36393463f)] | | | [removed: [56](#i68ba198b26be4b81befe746eea1f2730)] [added: [52](#i44049af655624126b55025f36393463f)] | | |

| [removed: [NOTE] [added: [Note] 5. Goodwill and Intangible [removed: Assets](#ia0dc1385a1134b88acb1bab8dc63082f)] [added: Assets](#ie5b91d5c588b490b821e11bd5c421a87)] | | | [removed: [57](#ia0dc1385a1134b88acb1bab8dc63082f)] [added: [52](#ie5b91d5c588b490b821e11bd5c421a87)] | | |

| [removed: [NOTE] [added: [Note] 6. Restructuring [removed: Actions](#i101438c4b268436486ce07bae57dcad3)] [added: Actions](#i8ddeacf5e14c46b7a9b75537464d1630)] | | | [removed: [59](#i101438c4b268436486ce07bae57dcad3)] [added: [53](#i8ddeacf5e14c46b7a9b75537464d1630)] | | |


| | | | | | | MMM | | | | | | NYSE Texas, Inc. | | |

| [PART I](#id6228b080f9d439ea0f35e8b31819d27) | | | [4](#id6228b080f9d439ea0f35e8b31819d27) | | |

| [PART II](#ic84c42548b534d1e9a9b6ff9f4453e5e) | | | [20](#ic84c42548b534d1e9a9b6ff9f4453e5e) | | |

| [Overview](#i4878630e2b3444e284e6f5a228d684ea) | | | [21](#i4878630e2b3444e284e6f5a228d684ea) | | |

| [Note 15. Derivatives](#i15aed227b4394f18b48a24ecf112baf8) | | | [67](#i15aed227b4394f18b48a24ecf112baf8) | | |

| [Note 18. Leases](#i4a77d531b6ac4b7095e98b96ff6092a6) | | | [96](#i4a77d531b6ac4b7095e98b96ff6092a6) | | |

| [PART III](#i9a157bd3ad424b5ebeb8de6ac0993f47) | | | [104](#i9a157bd3ad424b5ebeb8de6ac0993f47) | | |

| [PART IV](#i8801f4f44c9f47479bb709fb3c7ba44f) | | | [106](#i8801f4f44c9f47479bb709fb3c7ba44f) | | |

For the Year Ended December 31, 2025

| | | | | | | MMM | | | | | | Chicago Stock Exchange, Inc. | | |

| [PART I](#if2d1dc28e6eb4179b0b64d5e9328c500) | | | [4](#if2d1dc28e6eb4179b0b64d5e9328c500) | | |

| [PART II](#ia7abc689dc7146918b794b28d71291de) | | | [18](#ia7abc689dc7146918b794b28d71291de) | | |

| [Overview](#ieb17b1b92d4c4dcbae8bdd36124c841e) | | | [19](#ieb17b1b92d4c4dcbae8bdd36124c841e) | | |

| [NOTE 8. Supplemental Balance Sheet Information](#i37306433415c445a84a10f1f6730be30) | | | [61](#i37306433415c445a84a10f1f6730be30) | | |

| [NOTE 10. Supplemental Cash Flow Information](#i5fb08b85603d49e19927f9d9889ce4f7) | | | [63](#i5fb08b85603d49e19927f9d9889ce4f7) | | |

| [NOTE 17. Derivatives](#i76970bb8cfb641b59046e89e56cc804c) | | | [77](#i76970bb8cfb641b59046e89e56cc804c) | | |

| [NOTE 20. Leases](#i03a723441edc453885bbe47d432bec02) | | | [105](#i03a723441edc453885bbe47d432bec02) | | |

| [NOTE 23. Quarterly Data (Unaudited)](#ia7280bd61f4f4576ad6fbb3a287eec98) | | | [113](#ia7280bd61f4f4576ad6fbb3a287eec98) | | |

| [PART III](#i3a59d04125df49b69016edc523f551ff) | | | [115](#i3a59d04125df49b69016edc523f551ff) | | |

| [PART IV](#i7c3307f8a9b044729afaadddd0e476cc) | | | [117](#i7c3307f8a9b044729afaadddd0e476cc) | | |

Further, at least [removed: once per quarter,] [added: bi-annually,] the Company’s Chief Information and Digital Officer (“CIDO”), and/or the Company’s Chief Information Security Officer (“CISO”), reports on cybersecurity matters, including material risks and threats, to the Company’s audit committee, and the audit committee provides updates to the Company’s board of directors at regular board meetings.

The CIDO has more than [removed: two decades] [added: 20 years] of experience with global technology organizations across multiple industries.

The CIDO and CISO are also supported by a Cybersecurity & Privacy Executive Oversight Committee, which is comprised of certain members of senior management and [removed: is] provides cross-functional support for cybersecurity risk management and facilitates the response to any cybersecurity incidents.

The Company’s Disclosure Committee is comprised of, among others, the Company’s Corporate Controller and Chief Accounting Officer (“CAO”), Treasurer, Chief Legal Affairs Officer [removed: (“CLO”),] [added: (“CLAO”), Assistant] Corporate Secretary, General Auditor, and [removed: the] most senior members of the investor relations, external reporting, financial planning and analysis, and tax functions.

The Cybersecurity Subcommittee of the Company’s Disclosure Committee is comprised of, among others, the Company’s CAO, Treasurer, [removed: CLO,] [added: CLAO, Assistant] Corporate Secretary, and General Auditor, as well as the CIDO and CISO and Chief Privacy Officer.

The [added: CIDO and] CISO, with the [removed: CLO] [added: CLAO] in attendance, also notifies the audit committee chair of any material cybersecurity incident.

The Company operates [removed: 51] [added: 48] manufacturing facilities in 26 states.

Internationally, the Company operates [removed: 65] [added: 60] manufacturing and converting facilities in 25 countries.

At January 31, [removed: 2025,] [added: 2026,] there were [removed: 56,791] [added: 53,850] shareholders of record.

3M’s stock ticker symbol is MMM and is listed on the New York Stock Exchange, Inc. [removed: (NYSE),] [added: (NYSE) and] NYSE [removed: Chicago,] [added: Texas, Inc,] and the SIX Swiss Exchange.

Cash dividends declared and paid totaled [added: $0.73 per share for each quarter of 2025;] $1.51 per share for the first quarter of 2024; [added: and] $0.70 per share for each of the second, third, and fourth quarters of [removed: 2024; and $1.50 per share for each quarter in 2023.][added: 2024.]

In February 2025, 3M’s Board of Directors replaced the Company’s [removed: February] 2018 repurchase program with a new repurchase program.

| Period | | | | | | Total Number of Shares Purchased [removed: (1)] [added: (a)] | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (2)] [added: (b)] | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (Millions) | | |

[removed: (1)The] [added: (a) The] total number of shares purchased includes: (i) shares purchased under the Board’s authorizations described above, and (ii) shares purchased in connection with the exercise of stock options.

[removed: (2)The] [added: (b) The] total number of shares purchased as part of publicly announced plans or programs includes shares purchased under the Board’s authorizations described above.

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| October 1 - 31, 2025 | | | | | | 1,055,270 | | | | | | 151.00 | | | | | | 1,055,270 | | | | | | 5,026 | | |

| November 1 - 30, 2025 | | | | | | 762,200 | | | | | | 166.94 | | | | | | 762,200 | | | | | | 4,899 | | |

| December 1 - 31, 2025 | | | | | | 1,589,541 | | | | | | 165.27 | | | | | | 1,589,541 | | | | | | 4,636 | | |

| Total | | | | | | 3,407,011 | | | | | | 161.22 | | | | | | 3,407,011 | | | | | | | | |

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| January 1 - 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 4,157 | |

| February 1 - 29, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| March 1 - 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,157 | | |

| January 1 - March 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |

| April 1 - 30, 2024 | | | | | | 2,177,941 | | | | | | 91.82 | | | | | | 2,177,941 | | | | | | 3,957 | | |

| May 1 - 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,957 | | |

| June 1 - 30, 2024 | | | | | | 1,992,549 | | | | | | 100.36 | | | | | | 1,992,549 | | | | | | 3,757 | | |

| April 1 - June 30, 2024 | | | | | | 4,170,490 | | | | | | 95.90 | | | | | | 4,170,490 | | | | | | | | |

| July 1 - 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,757 | | |

| August 1 - 31, 2024 | | | | | | 2,943,166 | | | | | | 127.23 | | | | | | 2,943,166 | | | | | | 3,382 | | |

| September 1 - 30, 2024 | | | | | | 2,244,738 | | | | | | 132.23 | | | | | | 2,244,738 | | | | | | 3,085 | | |

| July 1 - September 30, 2024 | | | | | | 5,187,904 | | | | | | 129.39 | | | | | | 5,187,904 | | | | | | | | |

| October 1 - 31, 2024 | | | | | | 3,832,028 | | | | | | 132.13 | | | | | | 3,832,028 | | | | | | 2,579 | | |

| November 1 - 30, 2024 | | | | | | 1,483,013 | | | | | | 131.30 | | | | | | 1,483,013 | | | | | | 2,384 | | |

| December 1 - 31, 2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,384 | | |

| October 1 - December 31, 2024 | | | | | | 5,315,041 | | | | | | 131.90 | | | | | | 5,315,041 | | | | | | | | |

| January 1 - December 31, 2024 | | | | | | 14,673,435 | | | | | | 120.78 | | | | | | 14,673,435 | | | | | | | | |

Based on the assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheet of 3M Company and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income (loss), of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note [removed: 19] [added: 17] to the consolidated financial statements, management records liabilities for legal proceedings in those instances where it can reasonably estimate the amount of the loss and when the loss is probable.

As of December 31, [removed: 2024,] [added: 2025,] the Company had recorded liabilities of [removed: $8.6] [added: $7.7] billion for other environmental liabilities, the majority of which relate to PFAS-related legal proceedings.

[removed: As described in Note 11 to the consolidated financial statements, on] [added: On] April 1, [removed: 2024 the Company] [added: 2024, 3M] completed the separation of its Health Care business [added: (the Separation)] through a pro rata distribution of 80.1% of the outstanding shares of Solventum Corporation [added: (Solventum)] to [removed: Company] [added: 3M] stockholders.

[removed: In making this determination, management applied] [added: The Company determined that the spin-off, and certain related internal separation transactions qualified as tax-free transactions under] U.S. federal tax [removed: law to relevant facts and circumstances and obtained a private letter ruling from the] [added: law, supported by an] Internal Revenue [removed: Service,] [added: Service (IRS) private letter ruling,] third party tax opinions, and other external tax [removed: advice related to the concluded tax treatment.][added: advice.]

[added: | | | | | | | | | | | | | | | | | | |] Years ended December [removed: 31][added: 31, | | | | | | | | | | | | | | |]

| (Millions, except per share amounts) | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | | | | | | | | | | | | | | | | $ | [removed: 24,575] [added: 24,948] | | | | | $ | [removed: 24,610] [added: 24,575] | | | | | $ | [removed: 26,161] [added: 24,610] | |

| Cost of sales | | | | | | | | | | | | | | | | | | [removed: 14,447] [added: 14,991] | | | | | | [removed: 14,983] [added: 14,447] | | | | | | [removed: 15,853] [added: 14,983] | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | [removed: 4,221] [added: 3,997] | | | | | | [removed: 19,198] [added: 4,221] | | | | | | [removed: 7,232] [added: 19,198] | | |

| Research, development and related expenses | | | | | | | | | | | | | | | | | | [removed: 1,085] [added: 1,169] | | | | | | [removed: 1,154] [added: 1,085] | | | | | | [removed: 1,160] [added: 1,154] | | |

| [removed: Gain] [added: Loss (gain)] on business divestitures | | | | | | | | | | | | | | | | | | [removed: —] [added: 162] | | | | | | [removed: (36)] [added: —] | | | | | | [removed: (2,724)] [added: (36)] | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | [removed: 19,753] [added: 20,319] | | | | | | [removed: 35,299] [added: 19,753] | | | | | | [removed: 21,792] [added: 35,299] | | |

| Operating income (loss) | | | | | | | | | | | | | | | | | | [removed: 4,822] [added: 4,629] | | | | | | [removed: (10,689)] [added: 4,822] | | | | | | [removed: 4,369] [added: (10,689)] | | |

| Other expense (income), net | | | | | | | | | | | | | | | | | | [removed: 3] [added: 416] | | | | | | [removed: 582] [added: 3] | | | | | | [removed: 165] [added: 582] | | |

| Income (loss) from continuing operations before income taxes | | | | | | | | | | | | | | | | | | [removed: 4,819] [added: 4,213] | | | | | | [removed: (11,271)] [added: 4,819] | | | | | | [removed: 4,204] [added: (11,271)] | | |

| Provision (benefit) for income taxes | | | | | | | | | | | | | | | | | | [removed: 804] [added: 1,003] | | | | | | [removed: (2,867)] [added: 804] | | | | | | [removed: 188] [added: (2,867)] | | |

| Income (loss) from continuing operations of consolidated group | | | | | | | | | | | | | | | | | | [removed: 4,015] [added: 3,210] | | | | | | [removed: (8,404)] [added: 4,015] | | | | | | [removed: 4,016] [added: (8,404)] | | |

| Income [removed: (loss)] from unconsolidated subsidiaries, net of taxes | | | | | | | | | | | | | | | | | | [removed: 9] [added: 52] | | | | | | [removed: 18] [added: 9] | | | | | | [removed: 11] [added: 18] | | |

| Net income (loss) from continuing operations including noncontrolling interest | | | | | | | | | | | | | | | | | | [removed: 4,024] [added: 3,262] | | | | | | [removed: (8,386)] [added: 4,024] | | | | | | [removed: 4,027] [added: (8,386)] | | |

| Less: [removed: Net] [added: net] income [removed: (loss)] attributable to noncontrolling interest | | | | | | | | | | | | | | | | | | [removed: 15] [added: 12] | | | | | | [removed: 16] [added: 15] | | | | | | [removed: 14] [added: 16] | | |

| Net income (loss) from continuing operations attributable to 3M | | | | | | | | | | | | | | | | | | [removed: 4,009] [added: 3,250] | | | | | | [removed: (8,402)] [added: 4,009] | | | | | | [removed: 4,013] [added: (8,402)] | | |

| Net income [removed: (loss)] from discontinued operations, net of taxes | | | | | | | | | | | | | | | | | | [removed: 164] [added: —] | | | | | | [removed: 1,407] [added: 164] | | | | | | [removed: 1,764] [added: 1,407] | | |

| Net income (loss) attributable to 3M | | | | | | | | | | | | | | | | | | $ | [removed: 4,173] [added: 3,250] | | | | | $ | [removed: (6,995)] [added: 4,173] | | | | | $ | [removed: 5,777] [added: (6,995)] | |

| Weighted average 3M common shares outstanding — basic | | | | | | | | | | | | | | | | | | [removed: 550.8] [added: 537.4] | | | | | | [removed: 553.9] [added: 550.8] | | | | | | [removed: 566.0] [added: 553.9] | | |

| Earnings (loss) per share from continuing operations — basic | | | | | | | | | | | | | | | | | | $ | [removed: 7.28] [added: 6.05] | | | | | $ | [removed: (15.17)] [added: 7.28] | | | | | $ | [removed: 7.09] [added: (15.17)] | |

| Earnings [removed: (loss)] per share from discontinued operations — basic | | | | | | | | | | | | | | | | | | [removed: 0.30] [added: —] | | | | | | [removed: 2.54] [added: 0.30] | | | | | | [removed: 3.12] [added: 2.54] | | |

| Earnings (loss) per share — basic | | | | | | | | | | | | | | | | | | $ | [removed: 7.58] [added: 6.05] | | | | | $ | [removed: (12.63)] [added: 7.58] | | | | | $ | [removed: 10.21] [added: (12.63)] | |

| Weighted average 3M common shares outstanding — diluted | | | | | | | | | | | | | | | | | | [removed: 552.4] [added: 541.3] | | | | | | [removed: 553.9] [added: 552.4] | | | | | | [removed: 567.6] [added: 553.9] | | |

| Earnings (loss) per share from continuing operations — diluted | | | | | | | | | | | | | | | | | | $ | [removed: 7.26] [added: 6.00] | | | | | $ | [removed: (15.17)] [added: 7.26] | | | | | $ | [removed: 7.07] [added: (15.17)] | |

| Earnings [removed: (loss)] per share from discontinued operations — diluted | | | | | | | | | | | | | | | | | | [removed: 0.29] [added: —] | | | | | | [removed: 2.54] [added: 0.29] | | | | | | [removed: 3.11] [added: 2.54] | | |

| Earnings (loss) per share — diluted | | | | | | | | | | | | | | | | | | $ | [removed: 7.55] [added: 6.00] | | | | | $ | [removed: (12.63)] [added: 7.55] | | | | | $ | [removed: 10.18] [added: (12.63)] | |

| (Millions) | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

February 3, 2026

| Prepaids | | | | | | 391 | | | | | | 493 | | |

| Assets held for sale | | | | | | 46 | | | | | | — | | |

| Liabilities held for sale | | | | | | 55 | | | | | | — | | |

| Net income | | | | | | 3,262 | | | | | | | | | | | | 3,250 | | | | | | | | | | | | | | | | | | 12 | | |

| Solventum spin-off | | | | | | (3) | | | | | | | | | | | | (14) | | | | | | | | | | | | 11 | | | | | | | | |

| Balance at December 31, 2025 | | | | | | $ | 4,747 | | | | | $ | 7,449 | | | | | $ | 38,258 | | | | | $ | (35,936) | | | | | $ | (5,069) | | | | | $ | 45 | |

| | | | | | | Years ended December 31, | | | | | | | | | | | | | | |

| Other — net | | | | | | (3,145) | | | | | | (5,424) | | | | | | 14,761 | | |

| Net increase (decrease) in cash and cash equivalents, including cash classified within assets held for sale | | | | | | (319) | | | | | | (333) | | | | | | 2,278 | | |

| Less: net increase (decrease) in cash classified within assets held for sale | | | | | | 46 | | | | | | — | | | | | | — | | |

This investment was reclassified as a current equity investment (included in other current assets) in 2025.

Changes in the allowance are recognized in earnings in the period of the change.

Major classes of PP&E, along with their original useful lives (as applicable) are as follows:

| (Millions) | | | | | | Original lives | | | | | | December 31, 2025 | | | | | | December 31, 2024 | | |

The asset retirement obligation liability reflected in other current liabilities and other liabilities was as follows:

| Asset retirement obligation | | | | | | $ | 202 | | | | | $ | 195 | |

Accrued customer incentives reflected within other current liabilities were as follows:

| Accrued customer incentives | | | | | | $ | 624 | | | | | $ | 607 | |

The allowances are reviewed on a monthly basis.

| Advertising and merchandising costs | | | | | | $ | 233 | | | | | $ | 216 | | | | | $ | 201 | |

3M adopted this ASU prospectively beginning with 2025 and the additional disclosure is included in Note 9.

| ASU No. 2025-05, *Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets* | | | Issued in July 2025. Provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable. | | | January 1, 2026 | | | 3M does not expect this ASU to have a material impact on consolidated results of operations and financial condition. | | |

| 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. Removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs in an agile environment. | | | January 1, 2028 | | | 3M is currently evaluating this ASU's impact on consolidated results of operations and financial condition. | | |

| ASU No. 2025-09, *Derivatives and Hedging (Topic 815): Hedge Accounting Improvements* | | | Issued in November 2025. Improves alignment of hedge accounting with risk management activities and provides guidance regarding five specific hedge accounting issues. | | | January 1, 2027 | | | 3M does not expect this ASU to have a material impact on consolidated results of operations and financial condition. | | |

| ASU No. 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by* *Business Entities* | | | Issued in December 2025. Provides recognition, measurement, and presentation guidance, as well as additional disclosure requirements, for government grants. | | | January 1, 2029 | | | 3M is currently evaluating this ASU's impact on consolidated results of operations and financial condition. | | |

| ASU No. 2025-11, *Interim Reporting (Topic 270): Narrow-Scope Improvements* | | | Issued in December 2025. Clarifies the applicability of interim reporting guidance, the types of interim reporting, and the required form and content of interim financial statements. | | | January 1, 2028 | | | As this ASU relates to disclosures only, there will be no impact to 3M’s consolidated results of operations and financial condition. | | |

Supply agreements are reflected as net sales and associated costs while transition agreement income is recorded as a direct offset to associated costs within selling, general and administrative expenses.

Solventum transition agreement income for 2025 was approximately $150 million (approximately $0.7 billion gross fees, net of assigned costs).

Amounts due from Solventum and amounts due to Solventum under the agreements referenced above were approximately $0.4 billion and $0.1 billion, respectively, as of December 31, 2025.

| Purchases of PP&E | | | | | | 77 | | | | | | 227 | | |

| Electrical Markets | | | | | | | | | | | | | | | | | | 1,394 | | | | | | 1,274 | | | | | | 1,259 | | |

| Industrial Specialties Division | | | | | | | | | | | | | | | | | | 1,172 | | | | | | 1,161 | | | | | | 1,206 | | |

| Corporate and Other | | | | | | | | | | | | | | | | | | 372 | | | | | | 303 | | | | | | 127 | | |

| Net sales by particular country (millions) | | | | | | | | | | | | | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| United States | | | | | | | | | | | | | | | | | | $ | 10,936 | | | | | $ | 10,788 | | | | | $ | 10,607 | |

| China/Hong Kong | | | | | | | | | | | | | | | | | | 2,951 | | | | | | 2,824 | | | | | | 2,625 | | |

2025 Divestitures and Previously Announced Divestitures: In June 2025, 3M completed the sale of its fused silica business, formerly part of the Transportation and Electronics business, for immaterial proceeds slightly below the business's book value.

In September 2025, 3M agreed to sell its precision grinding and finishing business, within the Safety and Industrial business.

The transaction is expected to close in the first half of 2026, subject to customary closing conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Tax-Free Determination of the Health Care Spin-Off and Certain Internal Business Separation Transactions*

Management has determined that the spin-off and certain internal business separation transactions (the spin-off and certain internal business separation transactions referred to together as the “Transactions”) qualified as tax-free transactions under the applicable sections of the United States (U.S.) Internal Revenue Code.

The applicable facts and circumstances that existed at the time of the Transactions may be reviewed as part of an audit by the Internal Revenue Service.

If the completed Transactions were later determined to fail to qualify for tax-free treatment for U.S. federal income tax purposes, the Company could be subject to significant liabilities, and there could be material adverse impacts on the Company’s business, financial condition, results of operations and cash flows in future reporting periods.

The determination of the tax consequences of these Transactions required management to make judgments about the application of tax laws and regulations.

The principal considerations for our determination that performing procedures relating to the tax-free determination of the Health Care spin-off and certain internal business separation transactions is a critical audit matter are (i) the significant judgment by management in applying relevant tax laws and regulations in determining the tax-free treatment of the Transactions; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the tax-free determination of the Transactions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s determination of the tax-free treatment of the Transactions.

These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in evaluating the information, including the private letter ruling from the Internal Revenue Service, third party opinions, U.S. federal tax law, written tax advice and analyses prepared internally and by external tax advisors, certain representations from management, and other relevant evidence used by management to support management’s judgments and determination that the Transactions qualified as tax-free, as well as the application of relevant tax laws and regulations.

February 5, 2025

| Goodwill impairment expense | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 271 | | |

| Earnings (loss) per share attributable to 3M common shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

At December 31

| Prepaids | | | | | | 436 | | | | | | 344 | | |

| Current assets of discontinued operations | | | | | | — | | | | | | 2,379 | | |

| Other assets | | | | | | 8,540 | | | | | | 6,806 | | |

| Non-current assets of discontinued operations | | | | | | — | | | | | | 11,343 | | |

| Accrued income taxes | | | | | | 331 | | | | | | 304 | | |

| Operating lease liabilities — current | | | | | | 163 | | | | | | 192 | | |

| Operating lease liabilities | | | | | | 405 | | | | | | 464 | | |

| Other liabilities | | | | | | 11,375 | | | | | | 14,021 | | |

| Non-current liabilities of discontinued operations | | | | | | — | | | | | | 686 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | | | | $ | 15,117 | | | | | $ | 6,438 | | | | | $ | 45,821 | | | | | $ | (30,463) | | | | | $ | (6,750) | | | | | $ | 71 | |

| Net income | | | | | | 5,791 | | | | | | | | | | | | 5,777 | | | | | | | | | | | | | | | | | | 14 | | |

| Split-off of Food Safety business | | | | | | (1,988) | | | | | | | | | | | | | | | | | | (1,988) | | | | | | | | | | | | | | |

| Supplemental share information | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Split-off of Food Safety business | | | | | | — | | | | | | — | | | | | | 15,989,536 | | |

| Long-lived and indefinite-lived asset impairment expense | | | | | | — | | | | | | — | | | | | | 618 | | |

| Goodwill impairment expense | | | | | | — | | | | | | — | | | | | | 271 | | |

| Accrued income taxes (current and long-term) | | | | | | (272) | | | | | | (218) | | | | | | (47) | | |

| Cash payment from Food Safety business split-off, net of divested cash | | | | | | — | | | | | | — | | | | | | 478 | | |

| Purchases of treasury stock | | | | | | (1,801) | | | | | | (33) | | | | | | (1,464) | | |

In the second quarter of 2023, 3M re-consolidated the Aearo Technology and certain of its related entities (collectively, the "Aearo Entities") as a result of the court dismissal of their voluntary bankruptcy proceedings.

3M had previously deconsolidated these entities in the third quarter of 2022.

Information provided herein reflects the impact of these changes for all applicable periods presented.

- As discussed in Note 2, on April 1, 2024, 3M completed the previously announced separation of its Health Care business (the Separation) through a pro rata distribution of 80.1% of the outstanding shares of Solventum Corporation (Solventum) to 3M stockholders.

- 3M made certain changes to the composition of segment information reviewed by 3M's chief operating decision maker (CODM) effective in the second quarter of 2024 largely as a result of the separation of Solventum and changes within its business segments effective in the first quarter of 2024 as further described in Note 22.

To the extent these changes impacted 3M's disclosed disaggregated revenue information, data in Note 3 has also been updated.

The balances associated with equity securities are disclosed in Note 8.

Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control — Integrated Framework (2013).* Based on the assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

The Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

The Company continues to implement new business systems and solutions, including an enterprise resource planning system (ERP), which are expected to improve the efficiency of certain financial and related business processes.

These implementations are expected to occur on an on-going basis as opportunities and needs are identified and addressed.

The implementations, in certain cases, may affect the processes that constitute the Company’s internal control over financial reporting and will require testing for effectiveness.

The Company completed implementation with respect to various processes/sub-processes in certain subsidiaries/locations, including aspects relative to the United States, and will continue the implementations over the next several years.

As with any new information technology application the Company implements, these applications, along with the internal control over financial reporting included in these processes, were appropriately considered within the testing for effectiveness with respect to the implementation in these instances.

The Company concluded, as part of its evaluation described in the above paragraphs, that the implementation in these circumstances has not materially affected its internal control over financial reporting.

In connection with the Separation, there were several processes, policies, operations, technologies and information systems that were transferred or separated.

Through December 31, 2024, the Company continued to take steps to ensure that adequate controls were designed and maintained throughout this transition period.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

On [removed: February 28, 2024,] [added: August 18, 2025,] the Office of Foreign Assets Control (“OFAC”) [removed: renewed 3M's] [added: granted 3M a] specific license to make payments to IIPO at its account [removed: in] [added: at the Central] Bank [removed: Melli,] [added: of Iran,] which was designated on [removed: November 5, 2018] [added: September 20, 2019,] by OFAC under its counter terrorism authority pursuant to Executive Order 13224.

3M made a covered payment of $1,575 in the quarter ended December 31, 2025.

3M did not have any other covered payments during 2025.

3M did not make any covered payments in the quarter ended December 31, 2024, and, as authorized by OFAC’s specific license, 3M previously reported an aggregate paid $412 as part of its intellectual property protection efforts in Iran.

3M plans to continue these IP rights protection activities, as authorized under the specific license.

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, [removed: 2024)] [added: 2025)] for its annual meeting to be held on May [removed: 13, 2025,] [added: 12, 2026,] are incorporated by reference in this Form 10-K.

The information relating to directors and nominees of 3M is set forth under the caption “Proposal No. 1” in 3M’s proxy statement for its annual meeting of stockholders to be held on May [removed: 13, 2025] [added: 12, 2026] (“3M Proxy Statement”) and is incorporated by reference herein.

Equity compensation plans information as of December 31, [removed: 2024] [added: 2025] follows:

| Restricted stock units | | | | | | [removed: 6,150] [added: 5,127] | | | | | | | | | | | | — | | |

| Performance shares | | | | | | [removed: 782] [added: 912] | | | | | | | | | | | | — | | |

| Non-employee director deferred stock units | | | | | | [removed: 230] [added: 224] | | | | | | | | | | | | — | | |

| Employee stock purchase plan | | | | | | — | | | | | | | | | | | | [removed: 18,247] [added: 17,610] | | |

| Stock options | | | | | | 22,243 | | | | | | $ | 155.87 | | | | | — | | |

| Total | | | | | | 28,506 | | | | | | | | | | | | 20,869 | | |

| Subtotal | | | | | | 28,506 | | | | | | | | | | | | 38,479 | | |

| Total | | | | | | 28,506 | | | | | | | | | | | | 38,479 | | |

| Stock options | | | | | | 32,523 | | | | | | $ | 150.50 | | | | | — | | |

| Total | | | | | | 39,685 | | | | | | | | | | | | 21,316 | | |

| Subtotal | | | | | | 39,685 | | | | | | | | | | | | 39,563 | | |

| Total | | | | | | 39,685 | | | | | | | | | | | | 39,563 | | |

| (2.1) | | | [Separation and Distribution Agreement, dated as of [removed: March] [added: Ma](https://www.sec.gov/Archives/edgar/data/66740/000162828024014795/exhibit21-8xk.htm)[rch] 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.](https://www.sec.gov/Archives/edgar/data/66740/000162828024014795/exhibit21-8xk.htm) | | |

| (10.1)* | | | [3M Company 2016 Long-Term Incentive Plan, as amended through May 8, 2023, [removed: is](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm) [incorporated] [added: is incorporated] by referenced from our [removed: For](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[m] [added: Form] 10-K for the year ended [removed: De](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[cember] [added: December] 31, [removed: 2023](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)[.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit101-3m2016longxterm.htm)] | | | | | |

| [removed: (10.4)*] [added: (10.19)*] | | | [Form of Restricted Stock Unit Award Agreement [added: for restricted stock unit awards granted] under the 3M Company 2016 Long-Term Incentive Plan [added: on or after February 6, 2023] is incorporated by reference from our Form [removed: 8-K dated May 12, 2016.](https://www.sec.gov/Archives/edgar/data/66740/000110465916120442/a16-11161_1ex10d4.htm)] [added: 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1034-2016ltipxformr.htm)] | | | | | |

| [removed: (10.5)*] [added: (10.17)*] | | | [Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February [removed: 1, 2021] [added: 6, 2023] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/66740/000155837021000737/mmm-20201231xex10d6.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1032-2016ltipxformp.htm)] | | | | | |

| [removed: (10.6)*] [added: (10.4)*] | | | [Form of Stock Issuance Award Agreement for stock issuances on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex107cae913.htm) | | | | | |

| [removed: (10.7)*] [added: (10.5)*] | | | [Form of Deferred Stock Unit Award Agreement for deferred stock units granted on or after January 1, 2019 to Non-Employee Directors under the 3M Company 2016 Long-Term Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex108e7bb6b.htm) | | | | | |

| [removed: (10.8)*] [added: (10.18)*] | | | [removed: [3M 2008] [added: [Form of Stock Option Award Agreement for stock options granted under the 3M Company 2016] Long-Term Incentive Plan [removed: (including amendments through] [added: on or after] February [removed: 2, 2016)] [added: 6, 2023] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2015.](https://www.sec.gov/Archives/edgar/data/66740/000155837016003162/mmm-20151231ex1011486b0.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1033-2016ltipxforms.htm)] | | | | | |

| [removed: (10.9)*] [added: (10.8)*] | | | [removed: [Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008 Long-Term Incentive Plan, commencing February 9, 2010,] [added: [3M Performance Awards Deferred Compensation Plan] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d4.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d25.htm)] | | | | | |

| [removed: (10.10)*] [added: (10.37)*] | | | [Form of [removed: Stock Option] [added: Performance Share Award] Agreement for [removed: U.S. Employees] [added: performance share awards granted] under [added: the] 3M [removed: 2008] [added: Company 2016] Long-Term Incentive Plan [added: on or after January 16, 2025] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2008.](https://www.sec.gov/Archives/edgar/data/66740/000110465909009669/a09-1282_1ex10d3.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)] | | | | | |

| [removed: (10.11)*] [added: (10.6)*] | | | [Amended and Restated 3M VIP Excess Plan, as amended and restated effective April 1, 2024, is incorporated by reference from our Form 10-Q for the quarter ended March 31, [removed: 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] [added: 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] | | | | | |

| [removed: (10.12)*] [added: (10.7)*] | | | [Amended and Restated 3M Deferred Compensation Excess Plan, as amended and restated effective December 1, 2021, is incorporated by reference from our Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/66740/000006674022000010/mmm-20211231x10xkxexx1014.htm) | | | | | |

| [removed: (10.13)*] [added: (10.12)*] | | | [3M [removed: Performance Awards Deferred Compensation Plan] [added: Executive Life Insurance Plan, as amended,] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465910007295/a09-35783_1ex10d25.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/66740/000155837018000535/mmm-20171231ex1022fd468.htm)] | | | | | |

| [removed: (10.14)*] [added: (10.9)*] | | | [3M Annual Incentive Plan, as amended through May 8, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1014-annualincentiv.htm) | | | | | |

| [removed: (10.15)*] [added: (10.10)*] | | | [3M Executive Severance Plan, as amended through August 9, 2023, is incorporated by referenced from our Form 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000016/exhibit1015-3musexecutives.htm) | | | | | |

| [removed: (10.16)*] [added: (10.11)*] | | | [removed: [3M] [added: [Amendment and Restatement of 3M] Compensation Plan for Non-Employee [removed: Directors,] [added: Directors] as [removed: amended through November 8, 2004,] [added: of January 1, 2019,] is incorporated by reference from our Form 10-K for the year ended December 31, [removed: 2004.](https://www.sec.gov/Archives/edgar/data/66740/000110465905008057/a05-3853_1ex10d10.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex1024baeb2.htm)] | | | | | |

| [removed: (10.19)*] [added: (10.13)*] | | | [removed: [Amendment] [added: [Amended] and [removed: Restatement of] [added: Restated] 3M [removed: Compensation] [added: Nonqualified Pension] Plan [removed: for Non-Employee Directors as of January 1, 2019,] [added: I] is incorporated by reference from our Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2018.](https://www.sec.gov/Archives/edgar/data/66740/000155837019000470/mmm-20181231ex1024baeb2.htm)] [added: 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] | | | | | |

| [removed: (10.20)*] [added: (10.14)*] | | | [removed: [3M Executive Life Insurance Plan, as amended,] [added: [Amended and Restated 3M Nonqualified Pension Plan II] is incorporated by reference from our Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/66740/000155837018000535/mmm-20171231ex1022fd468.htm)] [added: 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] | | | | | |

| [removed: (10.21)*] [added: (10.15)*] | | | [Amended and Restated 3M Nonqualified Pension Plan [removed: I] [added: III] is incorporated by reference from our Form [removed: 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[Q](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [for the](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [quarter](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [March](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [31, 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[24](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] [added: 10-Q for the quarter ended March 31, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] | | | | | |

| [removed: (10.22)*] [added: (10.28)*] | | | [removed: [Amended and Restated] [added: [Aircraft Time Sharing Agreement, dated as of March 7, 2024, of] 3M [removed: Nonqualified Pension Plan II] [added: Company] is incorporated by reference from our Form [removed: 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[Q](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [for the](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [quarter](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [March](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [31, 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[24](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] [added: 10-Q for the quarter ended March 31, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] | | | | | |

| [removed: (10.24)] [added: (10.16)] | | | [Registration Rights Agreement as of August 4, 2009, between 3M Company and State Street Bank and Trust Company as Independent Fiduciary of the 3M Employee Retirement Income Plan, is incorporated by reference from our Form 8-K dated August 5, 2009.](https://www.sec.gov/Archives/edgar/data/66740/000110465909047028/a09-17166_2ex99d1.htm) | | | | | |

| [removed: (10.25)*] [added: (10.38)*] | | | [Form of [removed: Performance Share] [added: Restricted Stock Unit] Award Agreement for [removed: performance share] [added: restricted stock unit] awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February [removed: 6, 2023] [added: 2, 2026] is [removed: incorporated by reference from our Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1032-2016ltipxformp.htm)] [added: filed herewith.](https://www.sec.gov/Archives/edgar/data/66740/000006674026000014/ex1038-globalrsuagreement.htm)] | | | | | |

| [removed: (10.28)*] [added: (10.20)*] | | | [Offer Letter of Employment of William Brown, dated March 8, [removed: 2024](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm) [is] [added: 2024 is] incorporated by reference from our Form 10-Q for the quarter [removed: ended](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm) [June 30](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm)[.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm)] [added: ended June 30, 2024.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000080/exhibit101-offerletterofem.htm)] | | | | | |

| [removed: (10.29)*] [added: (10.21)*] | | | [Offer letter of Employment of Anurag Maheshwari, dated July 26, 2024 is incorporated by reference from our Form 8-K dated August 1, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000101/mmm-20240930.htm) | | | | | |

| [removed: (10.30)] [added: (10.22)] | | | [Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated May 11, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000037/ex101-fivexyearcreditagree.htm) | | | | | |

| [removed: (10.31)] [added: (10.23)] | | | [Amendment No. 1, dated July 7, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated July 10, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000051/exhibit101-amendmentno1tot.htm) | | | | | |

| [removed: (10.32)] [added: (10.24)] | | | [Amendment No. 2, dated September 18, 2023, to the Five-Year Credit Agreement dated as of May 11, 2023, is incorporated by reference from our Form 8-K dated September 18, 2023.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000076/exhibit101-amendmentno2tot.htm) | | | | | |

| [removed: (10.33)] [added: (10.25)] | | | [Settlement Agreement (and exhibits), dated as of June 22, 2023, of 3M Company is incorporated by reference from our Form 8-K dated June 22, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000048/mmm-20230622.htm) | | | | | |

| [removed: (10.34)] [added: (10.26)] | | | [Settlement Agreements, dated as of August 29, 2023, of 3M Company is incorporated by reference from our Form 8-K dated August 29, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674023000073/mmm-20230829.htm) | | | | | |

| [removed: (10.35)] [added: (10.27)] | | | [Amendment, dated January 26, 2024, to Combat Arms Settlement Agreement dated August 29, 2023, is incorporated by reference from our Form 8-K dated January 29, 2024.](https://www.sec.gov/Archives/edgar/data/66740/000006674024000007/a129248kex-101.htm) | | | | | |

| [removed: (10.36)*] [added: (10.36)] | | | [removed: [Aircraft Time Sharing] [added: [Reverse Master Supply] Agreement, dated as of March [removed: 7,] [added: 31,] 2024, [removed: of] [added: by and between] 3M Company [added: and Solventum Corporation,] is incorporated by reference from our Form [removed: 10-Q for the quarter ended March 31, 2024.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)] [added: 8-K dated April 4, 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit109-8xk.htm)] | | | | | |

| [removed: (10.37)] [added: (10.29)] | | | [Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit101-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit101-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit101-8xk.htm)] | | | | | |

| [removed: (10.38)] [added: (10.30)] | | | [Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit103-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit103-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit103-8xk.htm)] | | | | | |

| [removed: (10.39)] [added: (10.31)] | | | [Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit104-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit104-8xk.htm)[^](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit104-8xk.htm)] [added: 2024.+^](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit104-8xk.htm)] | | | | | |

| [removed: (10.40)] [added: (10.32)] | | | [Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit105-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit105-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit105-8xk.htm)] | | | | | |

| [removed: (10.41)] [added: (10.33)] | | | [Stockholder’s and Registration Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit106-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit106-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit106-8xk.htm)] | | | | | |

| [removed: (10.42)] [added: (10.34)] | | | [Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit107-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit107-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit107-8xk.htm)] | | | | | |

| [removed: (10.43)] [added: (10.35)] | | | [Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit108-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit108-8xk.htm)] [added: 2024.+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit108-8xk.htm)] | | | | | |

| (19) | | | [3M Company Insider Trading Policies and [removed: Procedures.](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex19-3mcompanyinsidertradi.htm)] [added: Procedures](https://www.sec.gov/Archives/edgar/data/66740/000006674026000014/q42025-ex19x3mcompanyinsid.htm)] | | |

| (21) | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/a2024exhibit2110k.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/66740/000006674026000014/a2025exhibit2110k.htm)] | | |

| (23) | | | [Consent of independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/a2024exhibit2310k.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/66740/000006674026000014/a2025exhibit2310k.htm)] | | |

| (10.17)* | | | [Amendment of 3M Compensation Plan for Non-Employee Directors is incorporated by reference from our Form 8-K dated November 14, 2008.](https://www.sec.gov/Archives/edgar/data/66740/000110465908071086/a08-28444_2ex10d8.htm) | | | | | |

| (10.18)* | | | [Amendment of 3M Compensation Plan for Non-Employee Directors as of August 12, 2013, is incorporated by reference from our Form 10-Q for the quarter ended September 30, 2013.](https://www.sec.gov/Archives/edgar/data/66740/000110465913079583/a13-19634_1ex10d31.htm) | | | | | |

| (10.23)* | | | [Amended and Restated 3M Nonqualified Pension Plan III is incorporated by reference from our Form 10-](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[Q](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [for the](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [quarter](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [March](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) [31, 20](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[2](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm)[.](https://www.sec.gov/ix?doc=/Archives/edgar/data/66740/000006674024000053/mmm-20240331.htm) | | | | | |

| (10.26)* | | | [Form of Stock Option Award Agreement for stock options granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1033-2016ltipxforms.htm) | | | | | |

| (10.27)* | | | [Form of Restricted Stock Unit Award Agreement for restricted stock unit awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after February 6, 2023 is incorporated by reference from our Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/66740/000006674023000014/exhibit1034-2016ltipxformr.htm) | | | | | |

| (10.44) | | | [Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation, is incorporated by reference from our Form 8-K dated April 4, 2024.](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit109-8xk.htm)[+](https://www.sec.gov/Archives/edgar/data/0000066740/000162828024014795/exhibit109-8xk.htm) | | | | | |

| (10.45)* | | | [Form of Performance Share Award Agreement for performance share awards granted under the 3M Company 2016 Long-Term Incentive Plan on or after](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm) [](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)[January 16](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)[, 202](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)[5](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm) [is](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm) [](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)[filed here](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm)[with.](https://www.sec.gov/Archives/edgar/data/66740/000006674025000006/ex1045-3m_2016ltipxglobalp.htm) | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 5, 2025.][added: 3, 2026.]

| /s/ William M. Brown | | | | | | [added: Chairman of the Board and] Chief Executive Officer (Principal Executive Officer and Director) | | |

| | | | | | | February 3, 2026 | | | | | |

| David P. Bozeman | | | | | | Director | | |

| | | | | | | February 5, 2025 | | | | | |

| /s/ Michael F. Roman | | | | | | Executive Chairman of the Board | | |

| Amy E. Hood | | | | | | Director | | |

| Gregory R. Page | | | | | | Director | | |