Solventum (SOLV) 10-K risk factor changes: FY2025 vs FY2024

[removed: - Solventum’s historical] [added: Accordingly, the] financial information [removed: for periods prior to the Spin-Off is] [added: included herein does] not necessarily [removed: representative of] [added: reflect] the [added: financial condition,] results [added: of operations] or [removed: performance] [added: cash flows] that [removed: it] [added: Solventum] would have achieved as a separate, publicly traded [removed: company.][added: company during the periods prior to the Spin-Off or those that Solventum will achieve in the future primarily as a result of the factors described below:]

[removed: - Solventum’s] [added: Solventum’s] future results are subject to vulnerability with respect to materials and [added: fluctuations in the costs and] availability of purchased components, compounds, raw materials, energy, production capacity and [removed: labor.][added: labor due to shortages, increased demand and wages, logistics, supply chain interruptions, manufacturing site disruptions, regulatory developments, tariffs, inflation and other disruptive factors.]

[removed: - Solventum] [added: Solventum] is exposed to risks associated with product liability claims, including existing claims and claims resulting from the actions or inactions of its customers or third [removed: parties] [added: parties, and product recalls or safety alerts] that are outside of its [removed: control.][added: control.]

Following the Spin-Off, Solventum’s [added: results of operations or cash flows] may be more vulnerable to changing market conditions and therefore more volatile.

[added: Among other benefits, Solventum’s business historically had access to 3M’s] extensive global research and development resources, which historically enhanced its ability to innovate, develop new products and technologies, and improve and update existing products and technologies.

- The cost of capital for Solventum’s business may be higher than 3M’s cost of capital prior to the Spin-Off, and Solventum may need to obtain additional financing from banks, through public offerings or private placements of debt [removed: or equity securities, strategic relationships or other arrangements in order to fund capital expenditures and investments, pay dividends and service debt, which may or may not be available and may be more costly.]

Solventum may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (1) the operation of Solventum as a standalone public company continues to demand significant management resources and require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Solventum’s business; (2) Solventum may continue to be required to pay costs that could be substantial and material to its financial resources, including [added: costs associated with separating its operations from 3M and for related transition services, as well as increased] accounting, tax, legal and other professional services [removed: costs, recruiting and relocation costs associated with hiring key senior management and personnel new to Solventum, tax costs and other] costs; and (3) operational challenges as a standalone company, including those related to customer service, pace of change and productivity improvements, could result in additional expenses or reductions in productivity.

Any failure to achieve and maintain effective internal controls [added: in a timely, effective and cost-effective manner] could have a material adverse effect on its business, financial condition, results of operations and cash flows.

As a result of such transactions and [added: the subsequent repayment of debt with proceeds from the divestiture of the Purification and Filtration business,] as of December 31, [removed: 2024,] [added: 2025,] Solventum had approximately [removed: $8.0] [added: $5] billion of outstanding indebtedness.

[removed: The IRS Ruling is and any Tax Opinion were based upon and] rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of [added: 3M and Solventum, including those relating to the past and future conduct of 3M and Solventum.]

[removed: If such consents or approvals were not obtained,] [added: obtained,] Solventum may not be entitled to the full benefit of such contracts, permits and other assets and rights, which could increase its expenses or otherwise harm its business and financial performance.

- Solventum could be negatively affected if it is required to make material payments pursuant to its indemnification obligations to 3M [added: such as] with respect to certain taxes (and any related costs and other damages) resulting from the separation [removed: and] [added: and/or] for uninsured liabilities related to the Bair Hugger patient warming system under the Separation and Distribution Agreement and certain other 3M Agreements.

In addition, 3M’s indemnity of Solventum with respect to certain liabilities relating to PFAS prior to Spin-Off may not be sufficient to protect Solventum against the full amount of such liabilities if, for example, 3M fails to fully satisfy its indemnification obligations or disputes whether that liability [removed: arose prior] [added: is subject] to [removed: the Spin-Off.][added: indemnification.]

[removed: In addition, these systems and] services may also be more expensive than the amounts reflected in its historical consolidated financial statements or less efficient than the systems and services 3M is expected to provide during the transition period to Solventum.

- The disposition by 3M of its remaining ownership interest in Solventum, which currently represents [removed: 19.9%] [added: approximately 14.8%] of the outstanding Solventum common stock, may be subject to various conditions, including receipt of any necessary regulatory and other approvals and the existence of satisfactory market conditions.

Solventum develops, manufactures, distributes and sells its products globally, and, accordingly, Solventum’s operations and the execution of its business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond its control, such as, among other things, disruptions in financial markets, economic downturns, military conflicts, political changes and trends such as protectionism, economic nationalism [added: or regionalism] resulting in government actions impacting international trade agreements, imposing trade restrictions such as tariffs, and retaliatory countermeasures, changes in regulatory regimes that could restrict Solventum’s ability to manufacture and sell its products (including healthcare regulatory regimes), diminished or insufficient protection of intellectual property and government deficit reduction and other austerity measures in locations or industries in which Solventum operates.

For example, changes in the policies or practices of government programs, authorities or agencies (e.g., Medicare and Medicaid in the U.S.) [removed: resulting from the change in the U.S. presidential administration] could adversely impact the amount of funding Solventum’s customers have for its products and services.

3M suspended operations of its subsidiaries, including those of Solventum’s business, in Russia in March 2022 and, in September 2022, committed to a plan to exit the related net assets in Russia, including those of Solventum’s business, through a sale of 3M’s Russian subsidiaries that was consummated in [added: June 2023.]

Public health crises [removed: such as the COVID-19 pandemic] may increase Solventum’s cost of doing business and disrupt Solventum’s operations.

Due to Solventum’s global operations, Solventum’s business is and will be impacted by public health [removed: crises such as the COVID-19 pandemic] [added: crises, epidemics and pandemics] in the locations in which Solventum or its suppliers or customers operate, and these events have adversely affected, and could in the future adversely affect, Solventum’s operations and financial performance.

Solventum is not able to predict the impact of public health [removed: crises such as the COVID-19 pandemic,] [added: crises, epidemics or pandemics,] which may have a material adverse effect on its business, cash flows, financial condition and results of operations.

Negative publicity could relate to our company, our brands, our products, our supply chain, our ingredients, our packaging, our [removed: ESG] [added: sustainability and social impact] practices, our employees or any other aspect of our business.

[removed: Our reputation or our brands could] also be adversely affected by negative publicity related to our industry, our competitors, our competitors’ products, our customers or our third-party partners, including healthcare professionals, and other individuals with whom we have relationships, even if the publicity is not directly related to our company or our brands and even if the publicity is not accurate.

Solventum monitors its business portfolio and organizational structure and may make acquisitions, divestitures and changes to its organizational structure or enter into strategic [removed: alliances] [added: alliances, equity investments] or joint ventures.

These activities [added: have resulted, and any future activities] may [removed: result] [added: result,] in substantial investment of Solventum’s resources.

Because Solventum’s financial statements are denominated in U.S. dollars and a material percentage of its revenues are derived from outside the U.S., Solventum’s results of operations and its ability to realize projected growth rates in sales and earnings could be adversely affected [added: by volatility in foreign currency exchange rates, particularly] if the value of the U.S. dollar strengthens significantly against foreign currencies.

Solventum is exposed to changes in interest rates, including through variable rate debt and due to the fact that increases in interest rates may adversely affect the financial condition of Solventum’s counterparties in a manner that may affect their ability [removed: to transact with Solventum or their demand for Solventum’s products and services.]

Demand for Solventum’s products and services, which impacts revenue and profit margins, will be affected by, among other things, (i) the development and timing of the introduction of competitive products and services; (ii) Solventum’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 Solventum’s products and services, including the success of products and services offered by competitors; (v) changes in customer designs for their products and services that can affect the demand for Solventum’s products and services; (vi) [added: the emergence of new AI-enabled competitors and business model disruption, particularly for our HIS business; (vii)] changes in the business environment related to disruptive technologies, such as [removed: artificial intelligence,] [added: AI,] block-chain, expanded analytics and other enhanced learnings from increasing volume of available data; [removed: (vii)] [added: (viii)] local market conditions, such as mandatory intellectual property transfers, protectionist measures and other government policies supporting increased local competition; [removed: (viii)] [added: (ix)] costs of production or delivery, whether due to geographic location, currency fluctuations, taxes, duties or otherwise; [removed: (ix)] [added: (x)] the perception of Solventum’s brand and image in the market; [removed: (x)] [added: (xi)] changing regulatory standards, legal requirements or enforcement rigor; [removed: (xi)] [added: (xii)] failure to acquire or effectively integrate businesses and technologies that complement or expand Solventum’s existing businesses; and [removed: (xii)] [added: (xiii)] consolidation among customers, suppliers, channel partners or competitors.

The ability to bring new products and services to market is subject to difficulties or delays in development, such as the inability to identify viable new products and services, obtain adequate intellectual property [removed: protection, regulatory approvals and reimbursement in the U.S. and abroad and successfully complete clinical trials or gain market acceptance of new products and services.]

A public health crisis, [added: epidemic or pandemic,] including any resurgence of the COVID-19 pandemic may limit access to these professionals, and resulting travel restrictions, shutdowns and similar measures in response to any such public health crisis may impact Solventum’s ability to maintain these relationships, which in turn would adversely affect its ability to develop, market and sell new and improved products.

If Solventum loses suppliers, if their operations are substantially interrupted, if their prices continue to increase significantly due to [added: tariffs or] inflationary pressures, or if any of them fail to meet performance or quality specifications, Solventum may be [removed: required to identify and qualify one or more replacement suppliers.]

Supplier relationships could be interrupted due to supplier material shortages, equipment malfunctions, transportation delays, [added: tariffs,] inflationary pricing pressures, work stoppages, labor shortages and other disruptive events, or could be terminated.

In addition, some of Solventum’s suppliers are limited- or sole-source suppliers, and Solventum’s ability to meet its obligations to customers depends on the performance, product quality and stability of such suppliers and Solventum’s ability to source [added: alternatives in a cost effective manner.]

[removed: \[Solventum] [added: Solventum] is conducting capital expansion efforts to increase its manufacturing capacity in certain areas of its [removed: operations.\]\[9\] These efforts may not be successful.][added: operations.]

3M is the sole source of supply for certain chemical materials and inputs used in our products (including transparent IV film dressings, biological indicators for sterilization assurance, medical securement tapes and dental composites and cements) that, as of the Spin-Off, accounted for approximately $3 billion of our revenue for fiscal year [removed: 2024,] [added: 2025,] including a material with a manufacturing process proprietary to 3M that is used in our products accounting for approximately $2 billion of our revenue for fiscal year [removed: 2024.][added: 2025.]

[removed: Solventum operates globally, including in some jurisdictions that pose potentially elevated risks of fraud or corruption or increased risk of internal control issues, and is subject to risks related to international, federal, state and local treaties, laws and] regulations, including those involving product liability; antitrust; intellectual property; environmental, health and safety; tax; the FCPA and other anti-bribery laws; international import and export requirements and trade sanctions compliance; regulations of the U.S. Food and Drug Administration and similar foreign agencies; privacy laws and information security policies and regulations; and U.S. federal healthcare program-related laws and regulations including the False Claims Act, anti-kickback laws and the Physician Payments Sunshine Act.

Solventum is also subject to compliance risks related to legal or regulatory requirements, contract requirements, policies and practices or other matters that require or encourage Solventum and its suppliers, vendors or channel parties, to conduct business in a certain way, and Solventum’s activity as well as the activity of [added: such suppliers, vendors or channel parties could adversely affect Solventum’s business.]

As a manufacturer of products reimbursable by federal healthcare programs, Solventum is subject to the Physician Payments Sunshine Act, which requires it to annually report certain payments and other transfers of value it makes to U.S.-licensed physicians [removed: or] [added: and certain advanced practice providers, and] U.S. teaching hospitals.

[removed: Any failure to comply] with these laws and regulations could subject Solventum or its officers and employees to criminal and civil financial penalties.

- Data [removed: Privacy] [added: Privacy, Emerging Technology] and Cybersecurity Laws - Because Solventum is a business with a significant global footprint, compliance with evolving regulations and standards in data [removed: privacy] [added: privacy, emerging technologies,] and cybersecurity may result in increased costs, compliance challenges and the threat of increased regulatory enforcement activity.

or equity securities, strategic relationships or other arrangements in order to fund capital expenditures and investments, return capital to shareholders or service debt, which may or may not be available and may be more costly.

- Solventum has and will continue to incur costs in connection with the separation from 3M and the related transition agreements entered into with 3M.

In addition, implementation of management controls, reporting systems, information technology and procedures may result in additional material costs to Solventum.

The IRS Ruling is and any Tax Opinion were based upon and

If such consents or approvals were not

In addition, these systems and

Trade and tariff actions have had an impact on Solventum and its suppliers and may have material adverse effects on Solventum's business, financial condition, results of operations and cash flows.

The deployment and use of artificial intelligence ("AI"), machine learning, or other emerging technologies in Solventum’s products and services, including as part of its research and development efforts, or its failure to adapt its products or services to industry trends and developments related to such technologies in a timely manner, or at all, could adversely affect Solventum’s business, financial condition, results of operations and cash flows.

Solventum has begun to deploy AI in its products and services, including as part of its research and development efforts, and Solventum expects to continue to explore additional uses as AI continues to develop.

In addition, Solventum intends to devote significant resources to develop and deploy cloud, edge and software solutions in its healthcare solutions.

For example, Solventum has incorporated AI into certain products in the Health Information Systems business segment and certain of its digital offerings and expects to continue to build AI into additional products.

Any disruption or failure in the AI, machine learning, or other emerging technologies Solventum deploys or uses in its products and services, including as part of its research and development efforts, could adversely impact Solventum’s business, including as a result of flawed AI algorithms, insufficient or biased datasets, malfunctions or manipulations, unintentional release of confidential information, or product or service delays or recalls.

In addition, any failure to successfully deploy or use such technologies in Solventum’s products and services, or to adapt to medical technology industry trends and developments related to such technologies in a timely manner (or at all), particularly as competitors incorporate such technologies into new and existing products and services, could adversely affect customer demand for Solventum’s products and its competitiveness.

The deployment of AI, machine learning or other emerging technologies into Solventum’s products and services will require additional investment and increase its costs.

Furthermore, the rapid advancement of technology, including AI, creates additional risks as Solventum includes such technology into its products and services, including from confidentiality, privacy, data protection, cybersecurity and compliance perspectives, and raises intellectual property issues and operational, technological and other concerns.

Any of the above factors could adversely affect Solventum’s business, financial condition, results of operations and cash flows.

As a result of such events, we have in the past experienced, and in the future may experience, increased economic and demand uncertainty and could experience adverse impacts to Solventum’s operations, including its supply chain; its manufacturing and distribution capabilities; site shutdowns, workplace disruptions; restrictions on movement of people, raw materials and goods (both at our own facilities and at those of our customers and suppliers); global supply chain disruptions and price inflation.

Our reputation or our brands could

For example, on September 2, 2025, Solventum announced the close of its sale of the Purification & Filtration business ("P&F") to Thermo Fisher Scientific Inc. for $4.0 billion in cash before customary adjustments.

In addition, on December 23, 2025, Solventum acquired Acera Surgical ("Acera"), a privately held bioscience company focused on developing and commercializing fully engineered materials for regenerative wound care, for cash consideration of $696 million, net of cash acquired, plus a future payment of $125 million dependent on the acquired business achieving a sales-based milestone.

- successfully separate any divested business;

Equity and other investments and strategic alliances pose additional risks, as Solventum could share ownership in companies and, in some cases, management responsibilities with one or more other parties whose objectives for the alliance may diverge from those of Solventum over time; who may not have the same priorities, strategies, or resources as Solventum does; or whose interpretation of applicable policies may differ from those of Solventum.

Solventum may not be able to effectively integrate acquired businesses into its operations or achieve expected cost savings or profitability from its acquisitions.

Solventum’s acquisitions involve numerous risks, including:

- unforeseen difficulties in integrating personnel and sales forces, operations, manufacturing, logistics, research and development, information technology, compliance, vendor management, communications, purchasing, accounting, marketing, administration and other systems and processes;

- difficulties harmonizing and optimizing quality systems and operations;

- diversion of financial and management resources from existing operations;

- unforeseen difficulties related to entering markets for which or geographic regions where Solventum does not have prior experience;

- potential loss of key employees;

- unforeseen risks and liabilities associated with businesses acquired, including any unknown vulnerabilities in acquired technology, compromises of acquired data or noncompliance with data privacy requirements; and/or

- inability to generate sufficient revenue or realize sufficient cost savings to offset acquisition or investment costs.

As a result, if Solventum fails to evaluate and execute acquisitions properly, Solventum might not achieve the anticipated benefits of such acquisitions, and Solventum may incur costs in excess of what it anticipates.

These risks would likely be greater in the case of larger acquisitions.

Solventum’s restructuring program may not be successful or Solventum may not fully realize the expected cost savings and/or operating efficiencies from its restructuring initiatives.

Solventum has initiated a multiyear restructuring program, 'Transform for the Future', which is designed to further enable its long-term growth strategy and ensure it's best positioned to compete-to-win in a rapidly changing healthcare environment.

Designed to transform the cost structure, enhance operational efficiency, and reposition for profitable growth, the primary activities of the restructuring program include operating structure optimization and workforce reorganization, procurement and cost management, supply chain, manufacturing and global footprint optimization, and streamlining systems and increased automation to improve operational efficiency.

Additionally, as a result of the restructuring initiative, Solventum may experience a loss of continuity, loss of accumulated knowledge and/or inefficiencies during transitional periods.

The restructuring initiative presents risks that may impair Solventum’s ability to achieve anticipated operating enhancements and/or cost reductions, or otherwise harm its business, including higher than anticipated costs in implementing the restructuring program, as well as management distraction.

For more information on Solventum’s restructuring program, see Note 14 to Solventum’s consolidated financial statements.

If Solventum fails to achieve some or all of the expected benefits of its restructuring program, or if costs related to the restructuring program are more than anticipated, it could have a material adverse effect on Solventum’s competitive position, business, financial condition, results of operations and cash flows.

Summary of Risk Factors

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

- Solventum may not achieve some or all of the expected benefits of the Spin-Off.

- Solventum’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it is subject to as a standalone publicly traded company.

- In connection with the Spin-Off, Solventum incurred debt obligations and may incur additional obligations in the future, which could adversely affect its business and profitability and its ability to meet other obligations.

- Solventum may not be able to engage in desirable capital-raising or strategic transactions following the Spin-Off.

- If the Spin-Off, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Solventum and its shareholders could be subject to significant tax liabilities.

- The transfer to Solventum of certain contracts, permits and other assets and rights may have required the consents or approvals of, or provide other rights to, third parties and governmental authorities.

- Following the Spin-Off, Solventum’s commercial relationships with 3M remain significant, which could adversely affect Solventum’s business, its ability to meet other obligations and the market price of its common stock.

- Solventum’s results may be impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade and geopolitical conditions, war and other events beyond its control.

- Our brands are critical to our success, and damage to our reputation or our brands could adversely affect our business, results of operations or financial condition.

- Acquisitions, strategic alliances, divestitures and other strategic events resulting from portfolio management actions and other evolving business strategies, and possible further organizational restructuring, could affect future results.

- Solventum may not be able to access the capital and credit markets on terms that are favorable to Solventum, or at all.

- Change in Solventum’s credit ratings could increase cost of funding.

- Changes in interest rates could adversely affect Solventum.

- Solventum operates in highly competitive markets, competition may increase in the future and the healthcare industry may be disrupted, necessitating that Solventum lower prices or resulting in a loss of market share.

- Consolidation in the healthcare industry could have an adverse effect on Solventum’s revenues and results of operations.

- Reductions in customers’ research budgets or government funding may adversely affect Solventum’s business.

- Solventum’s growth objectives are largely dependent on the timing and market acceptance of its new products and services.

- The success of many of Solventum’s products depends upon certain key healthcare professionals.

- Changes in reimbursement practices of third-party payers or other cost containment measures or worsening economic conditions could affect the demand for Solventum’s products and the prices at which they are sold.

- 3M is the sole source of supply for raw materials used in certain of our products and our business will be harmed if 3M does not satisfy our requirements.

- Solventum is subject to risks related to international, federal, state and local treaties, laws and regulations, as well as related compliance risks.

- Solventum may face potential liabilities related to PFAS, which could adversely impact Solventum’s results.

- Solventum operates in a strictly regulated industry, and compliance with laws and regulations applicable to the commercialization of Solventum’s products is costly and failure to comply may result in significant penalties.

- Solventum is subject to laws and regulations governing government contracts and public procurement in many jurisdictions, as to which the failure to comply could adversely affect Solventum’s business.

- Security and data breaches, cyberattacks and other cybersecurity incidents involving Solventum’s information technology systems and infrastructure could disrupt or interfere with Solventum’s operations.

- Solventum may be unable to obtain, maintain, protect or effectively enforce its intellectual property rights.

- Changes in tax rates, laws or regulations could adversely impact Solventum’s financial results.

- Solventum’s tax burden could increase as a result of ongoing or future tax audits and inquiries.

- Solventum could be negatively impacted by future changes in the allocation of income to each of the income tax jurisdictions in which Solventum operates.

- A significant number of shares of Solventum common stock may be sold by 3M or others, which may cause the Solventum stock price to decline.

- Because Solventum does not currently intend to pay any dividends on its common stock, holders of its common stock must rely on stock appreciation for any return on their investment.

- Anti-takeover provisions could enable Solventum’s Board of Directors to resist a takeover attempt by a third party and limit the power of its shareholders.

Accordingly, the financial information included herein does not necessarily reflect the financial condition, results of operations or cash flows that Solventum would have achieved as a separate, publicly traded company during the periods presented or those that Solventum will achieve in the future primarily as a result of the factors described below:

Among other benefits, Solventum’s business historically had access to 3M’s

3M and Solventum, including those relating to the past and future conduct of 3M and Solventum.

June 2023.

For example, the global COVID-19 pandemic, including the related governmental responses to it, has significantly increased economic and demand uncertainty and has impacted and will continue to impact Solventum’s operations, including its supply chain and its manufacturing and distribution capabilities.

In addition, the COVID-19 pandemic has adversely impacted the continued service and availability of skilled personnel necessary to run Solventum’s operations, including through increased absenteeism in connection with the rise of COVID-19 variants and objections to governmental vaccine mandates or heightened safety protocols.

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[removed: Certain] [added: Additionally, certain] columns and rows within tables may not [removed: add up] [added: sum] due to [removed: the use of rounded numbers.][added: rounding.]

Solventum manages its operations in [removed: four] [added: three reportable] business segments: MedSurg, Dental Solutions, [added: and] Health Information [removed: Systems, and Purification and Filtration.][added: Systems.]

Acquisitions include [added: sales from Acera that was acquired in December 2025,] non-health care related supply agreements that conveyed from 3M to the Company at Spin-Off and sales from new supply agreements with 3M that commenced at Spin-Off.

Divestiture impacts include lost sales from the Company’s [removed: dental anesthetics] [added: Purification and Filtration] business that was sold in [removed: August 2023 as well as lost sales from] [added: September 2025,] certain health care businesses retained by 3M India in connection with the [removed: Spin-Off.][added: Spin-Off, as well as impacts from other immaterial divested businesses.]

Refer to Note [removed: 17] [added: 18] to the consolidated financial statements for additional information on [added: the Company's] business segments.

| | | | | | | Year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| [removed: (Dollars in millions)] [added: (Millions)] | | | | | | 2024 | | | | | | 2023 | | | | | | [removed: Total] [added: Reported Growth] | | | | | | Currency Impact | | | | | | [added: Constant Currency | | | | | |] Other | | | | | | [removed: Organic] [added: Organic Growth] | | |

| Segment Sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| MedSurg | | | | | | [removed: $ |] 4,637 | | | | | [removed: $] | 4,632 | | | | | [added: |] 0.1 | | [removed: %] | | | | (0.6) | | [removed: %] | | | | [added: 0.7 | | | | | |] (0.5) | | [removed: %] | | | | 1.2 | | [removed: %] |

| Dental Solutions | | | | | | 1,295 | | | | | | 1,329 | | | | | | (2.6) | | | | | | (0.7) | | | | | | [added: (2.0) | | | | | |] (1.5) | | | | | | (0.4) | | |

| Health Information Systems | | | | | | 1,306 | | | | | | 1,285 | | | | | | 1.6 | | | | | | — | | | | | | [added: 1.6 | | | | | |] — | | | | | | 1.6 | | |

| Corporate and Unallocated | | | | | | [removed: 59 | | | | | | — | | | | | | NM | | | | | | NM] [added: 390] | | | | | | [removed: NM] [added: (736)] | | | | | | [removed: NM] [added: 153.0] | | |

| Total Company | | | | | | $ | 8,254 | | | | | $ | 8,197 | | | | | 0.7 | | % | | | | (0.5) | | % | | | | [added: 1.2 | | % | | | |] — | | % | | | | 1.2 | | % |

| Corporate and Unallocated | | | | | | [removed: — | | | | | | — | | | | | | — | | | | | | —] [added: (736)] | | | | | | [removed: —] [added: (442)] | | | | | | [removed: —] [added: 66.5] | | |

| | | | | | | Year ended December 31, | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: (Dollars in millions)] [added: (Millions)] | | | | | | 2024 | | | | | | 2023 | | | | | | 2024 vs 2023 change | | |

| Purification and Filtration | | | | | | [removed: 94] [added: 96] | | | | | | [removed: 162] [added: 74] | | | | | | [removed: (42.0)] [added: 29.7] | | |

| Dental Solutions | | | | | | [removed: 442] [added: 346] | | | | | | [removed: 437] [added: 350] | | | | | | [removed: 1.1] [added: (1.1)] | | |

Additional geographic financial information related to the Company’s operations is provided in Note [removed: 17] [added: 18] in the accompanying consolidated financial statements.

Percent change information compares year ended December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] with the same periods for the prior year, unless otherwise indicated.

| [added: (Millions)] | | | | | | United States | | | | | | International | | | | | | Worldwide | | |

| % of worldwide sales | | | | | | [removed: 57.5] [added: 56.1] | | % | | | | [removed: 42.5] [added: 43.9] | | % | | | | 100.0 | | % |

| Other | | | | | | [removed: 1.5] [added: (0.2)] | | | | | | [removed: (1.9)] [added: (1.5)] | | | | | | [removed: —] | | |

| | | | | | | Year [removed: ended] [added: Ended] December [removed: 31, 2023] [added: 31,] | | | | | | | | | | | | | | | [added: | | | | | |]

| % of worldwide sales | | | | | | [removed: 56.2] [added: 55.2] | | % | | | | [removed: 43.8] [added: 44.8] | | % | | | | 100.0 | | % |

| Currency [removed: Impact] [added: impact] | | | | | | [removed: —] [added: 0.6] | | | | | | [removed: (1.0)] [added: (0.6)] | | | | | | [removed: (0.4)] | | |

| Other | | | | | | [removed: —] [added: (0.2)] | | | | | | [removed: (0.4)] [added: (0.5)] | | | | | | [removed: (0.2)] | | |

Organic growth was led by [added: MedSurg and] Purification and Filtration.

Year ended [removed: 2023] [added: 2025] results

- In the International geographic area, total sales [removed: growth and] [added: declined while] organic sales [removed: growth decreased.][added: increased.]

Organic growth [removed: decline in Purification and Filtration] was [removed: partially offset] [added: led] by [removed: organic growth in] MedSurg and Dental Solutions.

Refer to Note [removed: 10] [added: 11] to the consolidated financial statements for additional details.

| (Percent of corresponding net sales) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| Cost of product | | | | | | [removed: 50.0] [added: 53.6] | | % | | | | [removed: 48.0] [added: 50.0] | | % | | | | [removed: 46.9] [added: 48.0] | | % | | | | [removed: 2.0] [added: 3.6] | | % | | | | [removed: 1.1] [added: 2.0] | | % |

| Cost of software and rentals | | | | | | [removed: 25.7] [added: 23.9] | | | | | | [removed: 25.3] [added: 25.7] | | | | | | [removed: 26.3] [added: 25.3] | | | | | | [removed: 0.4] [added: (1.8)] | | | | | | [removed: (1.0)] [added: 0.4] | | |

Costs of product includes manufacturing, engineering and [removed: freight] [added: logistics] costs.

The increase was driven by increased costs due to the impact of higher costs on inventory sourced under the master supply and transition manufacturing agreements with 3M and due to the cost of other transition support provided by [removed: 3M.][added: 3M that have been incurred since Spin-Off.]

Costs of product, measured as a percent of sales of product, increased in [removed: 2023] [added: 2025] when compared to [removed: 2022.][added: 2024.]

Costs of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment costs and [removed: freight] [added: logistics] costs related to our hardware rental units.

Discussion, analysis and comparisons of the year ended December 31, 2023 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 28, 2025.

Amounts reported within this Annual Report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding.

On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. ("Buyer").

On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement to exclude the Company’s drinking water filtration business (the "Water Business") from the scope of the Purification and Filtration business to be acquired by Buyer (such acquired business, the "Business").

On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement.

The cash consideration paid to Solventum at closing was approximately $4 billion.

Refer to Note 3, "Acquisitions and Divestitures" for additional information.

Constant currency, as reflected in the tables below, is defined as the change in net sales absent the impact on sales from foreign currency translation.

Healthcare Market Drivers

*Changing demographics*

An aging population, the prevalence and incidence rates of chronic conditions, and a rising middle class are driving the demand for improved access to quality care.

*Optimizing workflows to improve care quality and operational efficiency*

Of the $5.3 trillion in annual U.S. healthcare spending, an estimated 25% represents administrative costs that do not contribute to health outcomes and which we believe to be potentially wasteful based on overall spending data reported by the Centers for Medicare & Medicaid Services in the NHE Fact Sheet (available on CMS.gov as of January 14, 2026) and administrative spending estimates published in JAMA (Shrank et.

al., *Waste in the US Health Care System: Estimated Costs and Potential for Savings*, published October 7, 2019).

As healthcare providers and payers face increasing reimbursement constraints and evolving payment models, the need to reduce avoidable administrative costs has become more acute.

Our solutions are designed to optimize workflows, enabling clinicians to be more productive by spending less time on administrative tasks and more time focused on improving the patient care experience.

Our solutions also support reducing infections and complications that lead to an increase in avoidable administrative and clinical costs.

*Increasing digital technology and data-driven care delivery*

Both clinicians and patients have shifted their preferences towards utilizing digitally enabled solutions to provide data-driven care.

Whether it is interactions with patients through a digital interface or the use of data, analytics, and artificial intelligence (AI) to support informed health decisions, the need for digital tools in the healthcare industry has grown over time.

Our solutions integrate digital processes, AI-enabled capabilities and data in multiple ways and across different parts of the healthcare industry and are intended to enable efficient and effective delivery of care.

*Shifting care from the hospital to lower-cost care sites*

Although hospitals continue to be a core site for delivery of care, patients are increasingly looking for flexibility of care when and where they need it.

Alternative care sites, such as ambulatory surgery centers, wound care clinics, retail pharmacies, and the home, are more affordable and accessible to patients.

We believe our solutions enable clinicians to extend their care delivery from acute to ambulatory to home settings without compromising the quality of care and while reducing the total cost of care.

*Increasing demand for personalized care*

Engaging patients in a personalized way allows clinicians to provide a better care experience while improving outcomes and reducing costs.

This spans several areas of healthcare, including customized orthodontic aligner treatments, and follow-up wound care at home.

We believe our solutions deliver personalized care options in a way that is patient-centric, scalable, and cost-effective.

Our ability to take advantage of these market opportunities will be subject to various risks, including general economic, business and market dynamic risks, the impact of our separation from 3M; and the cost to service the debt we incurred in connection with the separation.

See Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K, for a discussion of these risks, which you should consider carefully.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Millions) | | | | | | 2025 | | | | | | 2024 | | | | | | Reported Growth | | | | | | Currency Impact | | | | | | Constant Currency | | | | | | Other | | | | | | Organic Growth | | |

| Advanced Wound Care | | | | | | $ | 1,883 | | | | | $ | 1,835 | | | | | 2.6 | | % | | | | 0.5 | | % | | | | 2.1 | | % | | | | 0.1 | | % | | | | 2.0 | | % |

| Infection Prevention and Surgical Solutions | | | | | | 2,934 | | | | | | 2,802 | | | | | | 4.7 | | | | | | 0.5 | | | | | | 4.2 | | | | | | (0.4) | | | | | | 4.5 | | |

| MedSurg | | | | | | 4,817 | | | | | | 4,637 | | | | | | 3.9 | | | | | | 0.6 | | | | | | 3.3 | | | | | | (0.2) | | | | | | 3.5 | | |

| Dental Solutions | | | | | | 1,349 | | | | | | 1,295 | | | | | | 4.2 | | | | | | 1.1 | | | | | | 3.1 | | | | | | (0.2) | | | | | | 3.3 | | |

| Health Information Systems | | | | | | 1,360 | | | | | | 1,306 | | | | | | 4.1 | | | | | | 0.2 | | | | | | 3.9 | | | | | | — | | | | | | 4.0 | | |

| Purification and Filtration | | | | | | 497 | | | | | | 709 | | | | | | (29.9) | | | | | | 1.1 | | | | | | (31.0) | | | | | | (36.5) | | | | | | 5.5 | | |

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

The Company’s use of the term “NM” reflects results considered not material due to not having material activity in comparable prior years.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purification and Filtration | | | | | | 956 | | | | | | 951 | | | | | | 0.6 | | | | | | (0.7) | | | | | | (0.9) | | | | | | 2.1 | | |

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | Total | | | | | | Currency Impact | | | | | | Other | | | | | | Organic | | |

| MedSurg | | | | | | $ | 4,632 | | | | | $ | 4,585 | | | | | 1.0 | | % | | | | (0.6) | | % | | | | — | | % | | | | 1.6 | | % |

| Dental Solutions | | | | | | 1,329 | | | | | | 1,327 | | | | | | 0.2 | | | | | | (0.4) | | | | | | (1.0) | | | | | | 1.6 | | |

| Health Information Systems | | | | | | 1,285 | | | | | | 1,227 | | | | | | 4.7 | | | | | | — | | | | | | — | | | | | | 4.7 | | |

| Purification and Filtration | | | | | | 951 | | | | | | 991 | | | | | | (4.0) | | | | | | (0.4) | | | | | | — | | | | | | (3.6) | | |

| Total Company | | | | | | $ | 8,197 | | | | | $ | 8,130 | | | | | 0.8 | | % | | | | (0.4) | | % | | | | (0.2) | | % | | | | 1.4 | | % |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Corporate and Unallocated | | | | | | (726) | | | | | | (442) | | | | | | 64.3 | | |

| (Dollars in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 vs 2022 change | | |

| MedSurg | | | | | | $ | 1,107 | | | | | $ | 1,061 | | | | | 4.3 | | % |

| Health Information Systems | | | | | | 423 | | | | | | 359 | | | | | | 17.8 | | |

| Purification and Filtration | | | | | | 162 | | | | | | 177 | | | | | | (8.5) | | |

| Corporate and Unallocated | | | | | | (442) | | | | | | (341) | | | | | | 29.6 | | |

| Total Company | | | | | | $ | 1,692 | | | | | $ | 1,693 | | | | | (0.1) | | % |

Sales are generally reported within the geographic area that originated the invoice to the Company's customer.

| Net sales (millions) | | | | | | $ | 4,749 | | | | | $ | 3,505 | | | | | $ | 8,254 | |

| Total | | | | | | 3.2 | | % | | | | (2.5) | | % | | | | 0.7 | | % |

| Organic | | | | | | 1.7 | | % | | | | 0.6 | | % | | | | 1.2 | | % |

| Net sales (millions) | | | | | | $ | 4,603 | | | | | $ | 3,594 | | | | | $ | 8,197 | |

| Total | | | | | | 3.4 | | % | | | | (2.3) | | % | | | | 0.8 | | % |

| Organic | | | | | | 3.4 | | % | | | | (0.9) | | % | | | | 1.4 | | % |

- In the United States geographic area, all business segments saw organic sales growth year on year, led by Health Information Systems and MedSurg.

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program, which utilizes a number of tools to manage currency risk including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply.

3M also used financial hedges to mitigate currency risk.

Material and labor inflation, partially offset by benefits from both price and logistics costs, drove an increase of 0.7%.

The material and labor inflation was primarily driven by a 1.4% impact from a higher cost of inventory produced in 2022 but sold in 2023.

| Selling, general and administrative (SG&A) | | | | | | 33.7 | | % | | | | 27.4 | | % | | | | 27.5 | | % | | | | 6.3 | | % | | | | (0.1) | | % |

This decrease was driven by the impact of the gain related to the sale of the Company’s dental local anesthetic business of 0.7%, partially offset by higher expense due to restructuring charges of 0.5%.

R&D, measured as a percent of total net sales, decreased slightly in 2023 when compared to 2022 as the Company prioritized investment initiatives.

There was no material activity in the years ended December 31, 2023 or 2022.

Other expense (income), net increased in 2023 as compared to 2022 due to investment losses and higher foreign currency transaction losses.

We manage our operations in four business segments.

The reportable segments are MedSurg, Dental Solutions, Health Information Systems, and Purification and Filtration.

| Organic | | | | | | 1.2 | | % | | | | 1.6 | | % | | | | 2.7 | | % |

[removed: Derivatives] [added: Refer to Note 1, "Significant Accounting Policies", Note 9, "Long-Term Debt and Short-Term Borrowings" and Note 11, "Derivatives"] within the notes to the consolidated financial statements of this Annual Report on Form 10-K for additional discussion of foreign currency exchange, interest rates and financial instruments.

As circumstances warrant, the Company also uses cross-currency swap contracts as instruments to hedge portions of the Company’s net investments in foreign [removed: operations.Solventum is also exposed to the translation of foreign currency earnings to the U.S. dollar.][added: operations.]

At December 31, [removed: 2024,] [added: 2025,] an instantaneous 10% change in applicable foreign currency spot exchange rates would have increased/decreased the aggregate fair value carrying amount of foreign exchange forward and [added: cross currency swaps] by approximately [removed: $45 million.][added: $42 million and $135 million, respectively.]

Interest Rates Risk: The Company may be impacted by interest rate volatility with respect to existing debt and future debt [removed: issuances.][added: issuances, and cash.]

At December 31, [removed: 2024,] [added: 2025,] an instantaneous 100 basis point change in applicable interest rates would increase/decrease the Company's pre-tax earnings by approximately [removed: $10] [added: $7] million on an annualized basis as it relates to the Company’s floating-rate [removed: notes and] [added: notes,] interest rate swap [removed: agreements.][added: agreements, and interest earned on cash.]

Solventum is also exposed to the translation of foreign currency earnings to the U.S. dollar.

The Company's interest rate sensitivity analysis includes the impact of interest rate changes on its floating-rate notes, interest rate swap agreements, and cash balances.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

Refer to Note 1.

Significant Accounting Policies, Note 8.

Long-Term Debt and Short-Term Borrowings and Note 10.

Solventum Corporation [removed: (“Solventum,”] [added: ("Solventum," "we," "our," "us,"] or the [removed: “Company”),] [added: "Company"),] is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs.

We serve a diverse customer base, ranging from multidisciplinary hospitals [removed: and local clinics/practices] to [removed: biopharmaceutical manufacturers.][added: local clinics/practices.]

We are organized into [removed: four] [added: three reportable] operating business segments that are aligned with the markets we serve.

MedSurg [removed: (56.2%] [added: (57.9%] of [removed: 2024] [added: 2025] total sales) is a provider of solutions including negative pressure wound therapy, advanced wound dressings, advanced skin care, [added: synthetic tissue matrices,] I.V. site management, sterilization assurance, temperature management, surgical supplies, medical tapes and wraps, stethoscopes, medical electrodes, and medical technologies Original Equipment Manufacturer [removed: (“OEM”).][added: ("OEM").]

Dental Solutions [removed: (15.7%] [added: (16.2%] of [removed: 2024] [added: 2025] total sales) is a provider of a comprehensive suite of dental and orthodontic products including brackets, aligners, restorative cements, and bonding agents that span the [removed: “life] [added: "life] of the [removed: tooth,”] [added: tooth,"] including products designed for preventative dental care, direct and indirect restoration, and broad orthodontic needs.

Health Information Systems [removed: (15.8%] [added: (16.3%] of [removed: 2024] [added: 2025] total sales) provides healthcare systems with software solutions – including computer-assisted physician documentation, direct-to-bill and coding automation, classification methodologies, speech recognition, and data visualization platforms – that are designed to eliminate revenue cycle waste, create more time for patient care, and support value-based care.

As part of our business strategy, Solventum intends to monitor its business portfolio and organizational structure and may make acquisitions [added: and divestitures] that expand or enhance its organizational structure.

We believe that collaboration across our organization further enhances our R&D capabilities by [removed: encouraging the] [added: standardization of common processes and] sharing of best practices, enabling [added: consistent and] collaborative development and issue resolution, promoting synergies in development and manufacturing, and creating a broad culture of [removed: exploration.][added: solving what matters.]

Our R&D team consists of approximately 2,000 employees, including research scientists, chemical engineers, data scientists, software engineers, [removed: application development engineers] and product developers.

They are supported by a team of accomplished clinicians from our medical [removed: affairs group.][added: affairs.]

We partner with our medical [added: and scientific] affairs [removed: group] to enhance our clinical insight and expand awareness of clinical studies regarding our solutions by increasing both the number of peer-reviewed publications and the visibility for existing publications that address our solutions.

In the MedSurg segment, [removed: our] [added: the] advanced wound care market is highly competitive, particularly in the United States and Europe, with our principal competitors including Smith & Nephew, [removed: Medela,] [added: Medaxis,] Mölnlycke, Coloplast, and Convatec.

Principal competitors include Optum, Microsoft (Nuance), Epic, [removed: Cerner,] [added: Oracle (Cerner), Waystar,] Athena, and a host of start-up technologies actively working to disrupt the areas of revenue cycle management and clinician productivity.

Our employee base consists of approximately [removed: 22,000] [added: 20,000] employees, with approximately 40% having more than 10 years of tenure.

We have approximately [removed: 11,000] [added: 10,000] employees in the United States and approximately [removed: 2,600] [added: 2,000] in Germany.

Of our employees, approximately [removed: 5,200] [added: 4,000] are production employees working in plants across the globe.

[added: Our relationship with employee-representative] organizations outside the U.S. takes many forms, including in European Union countries where we engage with representative bodies for employees, such as employee forums, works councils and trade unions, in accordance with local law.

Engaging talent such as those who are involved in our Employee [removed: Resource Networks,] [added: Impact Groups,] which are open to everyone, has proven to be a way to empower and inspire our workforce as they drive innovation in unique ways.

We are subject to various laws, regulations, ordinances, customer requirements, and industry standards related to [removed: environment, health, and safety (“EHS”)] [added: EHS] matters.

These [removed: laws, regulations, ordinances, requirements and standards] affect a significant portion of our activities globally across each of our segments and product lines and require compliance related to, among other things: (a) occupational health, safety, and well-being; (b) the protection of the environment; (c) emissions and discharges to air and water; (d) greenhouse gas management and climate change; (e) the use of natural resources; (f) the handling, use, storage, transportation, and disposal of toxic or hazardous materials, radioactive materials, and solid and hazardous wastes; and (g) the procurement and use of select materials and chemicals.

Compliance with EHS laws, regulations, customer requirements, and industry standards [removed: requires,] [added: require,] among other things, that we maintain and operate our equipment safely; obtain and keep current environmental permits, radioactive material licenses, and radiation machine registrations; install pollution control technologies; and maintain certain records and submit specific reports.

Solventum also is subject to [removed: extensive] [added: a broad] and [added: continually] evolving [added: set of] regulations [removed: regarding] [added: governing] the [removed: manufacturing,] [added: manufacture,] processing, distribution, [removed: importing, exporting,] [added: import, export,] and labeling of its products and their raw materials.

Use is critically evaluated on an on-going basis, and non-PFAS alternatives [removed: are utilized, when possible.]

[removed: Solventum’s operations are also subject to regulation under] [added: An example in] the [added: US is the] federal Occupational Safety and Health Act [removed: (“OSHA”)] [added: ("OSHA")] and parallel state and local occupational health and safety [removed: standards, as well as occupational health and safety standards applicable to its operations in other jurisdictions.][added: standards.]

In [removed: addition to REACH and OSHA,] [added: addition,] Solventum manufacturing facilities are also subject to [removed: additional] environmental, health and safety statutes, regulations and permit requirements, including, but not limited to, applicable requirements under the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Seveso-III Directive (Directive 2012/18/EU), the European Machinery Directive (Directive 2006/42/EC), the EU Industrial Emissions Directive (Directive 2010/75/EU), and the European Pollutant Release and Transfer Register.

To expand our market coverage into emerging geographies in the Latin [removed: America ("LATAM"),] [added: America,] Europe, Middle East and [removed: Africa ("EMEA"),] [added: Africa,] and Asia regions, we employ an export commercial model and leverage local partners to market and sell our products.

Our sourcing, production, and distribution network is managed [removed: globally.][added: globally, supported by advanced manufacturing and assembly capabilities across our worldwide footprint.]

Our distribution network is strategically designed [removed: as] [added: using] a [removed: “hub and spoke”] [added: "hub-and-spoke"] model.

This approach optimizes route planning and [removed: increases the speed of deliveries] [added: accelerates delivery times] to [removed: our] customers [removed: in] [added: across] all regions.

The use of both distribution [removed: network] [added: networks] and manufacturing sites [removed: are] [added: is] covered under a Transition and Distribution Agreement and a Transition Contract Manufacturing Agreement, respectively, with 3M.

[removed: These regulations] [added: -] apply to all facilities of Solventum’s business that conduct the foregoing activities, regardless of where the facilities are [removed: located.][added: located;]

[removed: These regulations] [added: -] apply to the activities performed by most of Solventum’s employees, including but not limited to sales and marketing, research and development, regulatory affairs, quality assurance, medical affairs, and operations, both before and after a product is commercially [removed: distributed.][added: distributed; and]

These regulations [removed: differ by country and/or region and] are [removed: dynamic.][added: dynamic and]

Some of these products meet the definition of medical [removed: devices or] [added: devices,] pharmaceuticals [added: or combination products] and are regulated, as such, by various governmental bodies, globally.

All products produced by the MedSurg and Dental Solutions segments, with [removed: very few exceptions, meet the definition of a medical device or pharmaceutical product.]

Conversely, none of the products produced by the Health Information Systems [removed: and Purification and Filtration segments] [added: segment] meet the definition of medical devices or pharmaceuticals.

The product portfolio of [removed: each] [added: the] segment is dynamic and changes with time, depending on the needs of the customers served.

While the Health Information Systems [removed: and Purification and Filtration segments do] [added: segment does] not currently include medical devices or pharmaceutical products, this may change in the future.

Determinations of the safety and efficacy of our products are solely within the authority of the [removed: FDA] [added: United States Food and Drug Administration ("FDA")] or other applicable regulatory authorities in jurisdictions outside the United States.

In the United States, the Food, Drug, and Cosmetic Act [removed: (“FDA”)] authorizes the [removed: FDA] [added: Food and Drug Administration] to oversee and regulate the production, sale, and distribution of food, drugs, medical devices, and cosmetics.

Acquisitions and Divestitures

In 2025, the Company acquired Acera Surgical ("Acera"), a privately held bioscience company.

Also in 2025, the Company sold its Purification and Filtration business to Thermo Fischer Scientific Inc. Refer to Note 3, "Acquisitions and Divestitures" for additional information on acquisitions and divestiture activity in periods presented in this Annual Report on Form 10-K.

We do not have any unionized facilities in the US.

Solventum benefits from having both an Environmental Health and Safety (EHS) organization and a Product Stewardship (PS) organization which collaborate to ensure environmental, health and safety ("EHS") considerations are proactively managed across facilities and products.

Examples include various chemical control regulations, such as European Union ("EU") Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), and global variations, which require registration, evaluation including potential testing, reporting and possible restrictions.

In addition, Solventum complies with global Extended Producer Responsibility (EPR) reporting requirements for products containing electronics and batteries; electrical safety regulations; Globally Harmonized System of Classification and Labeling of Chemicals (GHS); and various other chemical, material, product, and packaging requirements including communication and reporting obligations.

Beyond safety and compliance, Solventum practices responsible chemical use, working to minimize hazards wherever possible.

As an example, a specific chemical category of interest is Per - and polyfluoroalkyl substances ("PFAS").

A small number of Solventum’s products utilize and/or contain PFAS.

are utilized when possible.

Solventum diligently tracks and analyzes these global emerging regulations for applicability to both products and operations, taking a proactive approach and ensuring preparedness.

Solventum’s operations are also subject to various laws governing occupational health and safety.

Our Global Supply Chain strategy is designed to ensure speed, reliability, and cost efficiency, with the flexibility and resilience to navigate market changes.

Our sourcing practices prioritize sustainable suppliers and comply with global regulatory standards.

This footprint is "purpose-built" to meet customer needs in a cost-effective manner.

As we separate from 3M, we continue to leverage 3M's established infrastructure across certain geographies ensuring continuity and reliability during our transition, while we invest in expanding our independent capabilities.

In 2025, the United States government announced new tariffs on imported goods from certain countries, and in response, foreign governments have threatened or imposed tariffs or other actions.

On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act does not provide authority for the

President to impose tariffs.

During 2025, certain tariffs that affected us were imposed under this statute pursuant to presidential executive order.

The ultimate financial impact of this decision cannot be reasonably estimated at this time.

The extent and timing of any potential recoveries of tariffs previously paid remain subject to further legal interpretation and administrative processes.

We will continue to monitor developments and will evaluate the effect of the ruling on future reporting periods as additional information becomes available.

Health Care Policies

Political, economic, technological and regulatory influences around the world continue to subject the health care industry to potential fundamental changes that could substantially affect our results of operations.

We maintain a global Government Affairs presence to actively monitor and advocate on a myriad of legislation and policies that may potentially impact us, both on a domestic and an international front.

The Government Affairs office works closely with members of Congress and committee staff, the White House and administration offices, state governors, legislatures and regulatory agencies, embassies and global governments on issues affecting our business.

The Government Affairs office also advocates for public policy that benefits our employees and the patients we serve and supports the communities in which we live.

Our products are purchased principally by hospitals, physicians and other health care providers around the world that typically bill various third-party payers, including government programs (e.g., Medicare and Medicaid in the U.S.) and private insurance payers, for the items and services provided to their patients.

Government and private sector initiatives related to limiting the growth of health care costs (including price regulation), coverage and payment policies, comparative effectiveness reviews of therapies, technology assessments, price transparency, health care delivery and payment structure reforms and localization or regionalization of supply, are continuing in many countries where we do business.

We believe that these changes are causing the marketplace to place increased emphasis on the delivery of treatments that can reduce costs, improve efficiencies and/or increase patient access.

Implementation of cost containment initiatives and health care reforms in significant markets such as the U.S., China and other markets may limit the price of, or the level at which reimbursement is provided for, our products or procedures using our products, which in turn may make it less likely that a hospital or physician will select our products to treat patients.

In addition, Solventum is subject to other complex and varying regulations related to anti-trust, anti-corruption, export control, privacy and data protection, emerging technologies, such as AI, and other areas.

- differ by country and/or region.

Solventum commits a significant amount of resources to maintain compliance with these regulations, to monitor evolving or new regulations, to respond to requests, inspections, and/or audits from governing bodies that monitor compliance with relevant regulations, and develop products that adhere to regulatory requirements in order to obtain regulatory clearances and/or approvals.

See "Item 1A.

Risk Factors" for a description of the risks related to the regulations that are applicable to Solventum.

very few exceptions, meet the definition of a medical device or pharmaceutical product.

the methods used to manufacture the drug are adequate to preserve the drug’s identity, strength, quality, and purity.

Purification and Filtration (11.6% of 2024 total sales) is a provider of purification and filtration technologies including filters, purifiers, cartridges, and membranes.

These solutions are designed to simplify purification processes, reduce debris and bioburden in fluids, and remove contaminants to enable the development and manufacturing of biopharmaceutical and medical technology treatments and provide cleaner water.

Acquisitions

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

The Purification and Filtration segment competes against a diverse spectrum of competitors.

Established global filtration competitors such as Danaher, Merck KGaA, Sartorius, Pentair, Repligen, and Entegris compete on a variety of factors across product lines, including breadth of offering, product performance, customer service, product availability, distribution capabilities, innovation, name recognition and price.

We have approximately 80 employees who are represented by a union in the U.S., all of whom are in one manufacturing facility and are covered by a three-year collective bargaining agreement that expires on November 1, 2027.

Our relationship with employee-representative

In the European Union, for instance, the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) regulations came into effect in 2007, with implementation rolling out over time.

Registered chemicals then can be subject to further evaluation and potential restrictions.

Since the promulgation of REACH, other countries have enacted or are in the process of implementing similar comprehensive chemical regulations.

Some of Solventum’s products utilize third-party purchased components that contain PFAS.

These regulatory activities include gathering of exposure and use information, risk assessment activities, and increasingly strict restrictions on various uses of PFAS in products and on PFAS in manufacturing emissions and in water, soil and air, in some cases moving towards setting non-detectable limits for certain PFAS compounds.

Governments, including in the United States, are also increasingly proposing changes to existing environmental regulations to specifically apply to PFAS.

In February 2023, the European Chemicals Agency published a proposal under REACH, which has not yet been finalized, that aims to restrict the manufacture, placing on the market and use of PFAS, subject to certain exceptions.

We believe we have advanced manufacturing and assembly production capabilities across our global manufacturing network.

In addition, our distribution network footprint meets the needs of our customers in a cost-effective model.

As we separate from 3M, we continue to leverage 3M's distribution networks and manufacturing sites across certain geographies.

Solventum commits a significant amount of resources to maintain compliance with these regulations.

Governing bodies monitor compliance, among other ways, by conducting regularly occurring and unexpected audits of Solventum’s facilities.

These audits are conducted to determine if Solventum’s systems, processes, and procedures comply with the current regulations in the markets it serves.

After each audit, the governing body typically provides a report of their findings.

The report describes the observations made during the audit.

Sometimes these observations describe minor non-compliance issues in Solventum’s systems, processes, and procedures.

Often, these gaps require commensurate modifications but have no impact to Solventum’s ability to continue operations and commercialization of its products.

In rare situations, the governing body may find significant or major non-compliance issues in Solventum’s systems, processes, and procedures.

If a governing body concludes, through these audits or otherwise, that Solventum is not in compliance with applicable laws or regulations or that any of its products are defective, ineffective, or pose an unreasonable risk for patients, users, or others, the governing body may require Solventum to recall a product or products, retract promotional materials, and/or cease shipment of products, among other required actions; these requirements may remain in place until Solventum can demonstrate adequate compliance.

Failure to demonstrate adequate modifications to Solventum’s systems, processes, and procedures and continued compliance or repeat findings may result in more significant enforcement actions, including but not limited to warning letters, revocation of product approvals and licenses, injunctions, product seizure, penalties and fines, consent decrees, and criminal prosecution, among other actions.

These actions may have a negative impact on Solventum’s consolidated results of operations, financial condition or competitive position.

As discussed in more detail below under “Regulation of Medical Devices and Pharmaceutical Products,” to market its products internationally in compliance with applicable medical device and pharmaceutical regulations, Solventum must obtain approvals for products and product modifications.

The regulations promulgated by the governing bodies also require Solventum to submit data to demonstrate that its products meet the safety and effectiveness requirements to support the intended uses described in its labeling.

This data is reviewed by the governing bodies to determine if Solventum has provided the necessary and sufficient information to demonstrate the safety and effectiveness of its products for the intended use described in its labeling.

In many cases, the governing bodies request additional information to make this determination.

The additional information requested by the governing bodies sometimes requires Solventum to conduct new testing, delaying the approval and commercialization of the product.

In rare instances, the governing body will disapprove the application, prohibiting Solventum’s ability to commercialize the product in that market.

In these instances, Solventum may decide to cease commercialization efforts for the product in that (or those) market(s) or it may decide to modify the product or retest the products and resubmit the data to the governing bodies.

Delays to product approvals or disapproval of Solventum’s applications may have a negative impact on Solventum’s consolidated results of operations, financial condition or competitive position.

Failure to establish, follow or comply with any of the above requirements could have a negative impact on Solventum’s consolidated results of operations, financial condition or competitive position.

This global regulatory environment will likely continue to evolve, which could impact Solventum’s ability, or increase the time and cost, to obtain future approvals for its products.

The process of obtaining regulatory clearances and/or approvals to market and sell Solventum’s products can be rigorous, costly and time-consuming and the clearances and/or approvals might not be granted timely or result in limitations on the indicated uses of products.

Discussion of legal matters is incorporated by reference from Part II, Item 8, Note [removed: 11, “Commitments] [added: 12, "Commitments] and [removed: Contingencies,”] [added: Contingencies,"] to the consolidated financial statements, and should be considered an integral part of Part I, Item 3, [removed: “Legal Proceedings.”][added: "Legal Proceedings."]

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

Yes [removed: ☐ No] ☒ [added: No ☐]

See the definitions of [removed: “large] [added: "large] accelerated [removed: filer,” “accelerated filer,”" “smaller] [added: filer," "accelerated filer," "smaller] reporting [removed: company,”] [added: company,"] and [removed: “emerging] [added: "emerging] growth [removed: company”] [added: company"] in Rule 12b-2 of the Exchange Act:

| Large accelerated filer | | | [removed: ☐] [added: ☒] | | | Accelerated filer | | | ☐ | | |

| Non-accelerated filer | | | [removed: ☒] [added: ☐] | | | Smaller reporting company | | | ☐ | | |

The aggregate market value of the outstanding common stock of the Registrant held by non-affiliates as the last business day of the registrant's most recently completed second fiscal quarter, was approximately [removed: $9.1] [added: $13.1] billion.

There were [removed: 172,990,490] [added: 173,493,005] shares of common stock with a par value of $0.01 per share outstanding as of February [removed: 21, 2025.][added: 18, 2026.]

Parts of the Company's definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after the Registrant's fiscal year-end of December [removed: 31 ,2024)] [added: 31, 2025)] for its annual meeting to be held on [removed: April 30, 2025,] [added: May 15, 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]

| [Cautionary Note Concerning Forward Looking [removed: Statements](#i043f4b5251f64cc9a870a2f77a837192)] [added: Statements](#ica553daf5fd041eaacd2993c89b44bb5)] | | | [removed: [4](#i043f4b5251f64cc9a870a2f77a837192)] [added: [4](#ica553daf5fd041eaacd2993c89b44bb5)] | | |

| [Item 1. [removed: Business](#ia4fc05f505b442e5a424037b4d648c05)] [added: Business](#i24902f2ac6ab485e9687a16149c14d01)] | | | [removed: [6](#ia4fc05f505b442e5a424037b4d648c05)] [added: [6](#i24902f2ac6ab485e9687a16149c14d01)] | | |

| [Item 1A. Risk [removed: Factors](#i820b13468ad947f585c35a9859b81b44)] [added: Factors](#i010e90c20c7346d18524cfaaed65057b)] | | | [removed: [18](#i820b13468ad947f585c35a9859b81b44)] [added: [17](#i010e90c20c7346d18524cfaaed65057b)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#ibf54d976fcb64aa89a37a5fd4ed59e97)] [added: Comments](#i13554e5cf84e457eaeef2e80c0b17d4a)] | | | [removed: [39](#ibf54d976fcb64aa89a37a5fd4ed59e97)] [added: [38](#i13554e5cf84e457eaeef2e80c0b17d4a)] | | |

| [Item 1C. [removed: Cybersecurity](#i3e2600f7d17742c4ac3cb029b9a1db61)] [added: Cybersecurity](#icc1c1788c91946139bafd180b3cbc9b1)] | | | [removed: [40](#i3e2600f7d17742c4ac3cb029b9a1db61)] [added: [38](#icc1c1788c91946139bafd180b3cbc9b1)] | | |

| [Item 2. [removed: Properties](#i5c54d518c9e0445e8c2888f6289edf05)] [added: Properties](#id99a052e2ed343589640474b772407d4)] | | | [removed: [41](#i5c54d518c9e0445e8c2888f6289edf05)] [added: [39](#id99a052e2ed343589640474b772407d4)] | | |

| [Item 3. Legal [removed: Proceedings](#if5c078d8df104ae5a38e6c5eb7c21438)] [added: Proceedings](#ia9e21c7cf3204674bd889663783ae60a)] | | | [removed: [41](#if5c078d8df104ae5a38e6c5eb7c21438)] [added: [39](#ia9e21c7cf3204674bd889663783ae60a)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i3f86466a0b204c148dbf837b33d26597)] [added: Disclosures](#id5ff555d38e741e69768c8895944735e)] | | | [removed: [41](#i3f86466a0b204c148dbf837b33d26597)] [added: [39](#id5ff555d38e741e69768c8895944735e)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2205a912434e4e2584d037d64c392dda)] [added: Securities](#i63f3fc0b3b8b4083987b221cbc358054)] | | | [removed: [42](#i2205a912434e4e2584d037d64c392dda)] [added: [40](#i63f3fc0b3b8b4083987b221cbc358054)] | | |

| [Item 6. [removed: \[Reserved\]](#i5b192144e71d4372a78fa55f2915e0fb)] [added: \[Reserved\]](#iae19cc9e40ed42978838a0e57f26cb5e)] | | | [removed: [42](#i5b192144e71d4372a78fa55f2915e0fb)] [added: [40](#iae19cc9e40ed42978838a0e57f26cb5e)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibbc977326221401faff26e81f32b6986)] [added: Operations](#i288fcb279f9c40c894b7d21ea938412e)] | | | [removed: [42](#ibbc977326221401faff26e81f32b6986)] [added: [41](#i288fcb279f9c40c894b7d21ea938412e)] | | |

| [Results of [removed: Operations](#i6b19db122c75444d8b3e23f042b9e2da)] [added: Operations](#i980c7b16196d49a593878df2bf6738b1)] | | | [removed: [46](#i6b19db122c75444d8b3e23f042b9e2da)] [added: [46](#i980c7b16196d49a593878df2bf6738b1)] | | |

| [Performance by Business [removed: Segment](#i5acbe89e2f8e4d15942899efe2fc8d68)] [added: Segment](#i01c3e36ea91b44a0a7705dc806998506)] | | | [removed: [47](#i5acbe89e2f8e4d15942899efe2fc8d68)] [added: [48](#i01c3e36ea91b44a0a7705dc806998506)] | | |

| [Geographic Area Supplemental [removed: Information](#ic0ed8b60bc5b4304b9a273e6b16f886b)] [added: Information](#ia3367ce2f07c4c1eb19ca52531e80c90)] | | | [removed: [50](#ic0ed8b60bc5b4304b9a273e6b16f886b)] [added: [51](#ia3367ce2f07c4c1eb19ca52531e80c90)] | | |

| [Critical Accounting [removed: Estimates](#i8d02254af2b148609042d2028f867c16)] [added: Estimates](#iac28a5a6778341f9b4e6dffb2cc881d1)] | | | [removed: [51](#i8d02254af2b148609042d2028f867c16)] [added: [52](#iac28a5a6778341f9b4e6dffb2cc881d1)] | | |

| [New Accounting [removed: Pronouncements](#if0d5b340076d4b70ae306d9bb79d01dd)] [added: Pronouncements](#i60e91e6a47bb400481c0036c968b0191)] | | | [removed: [51](#if0d5b340076d4b70ae306d9bb79d01dd)] [added: [53](#i60e91e6a47bb400481c0036c968b0191)] | | |

| [Financial Condition and [removed: Liquidity](#i5ece4c503e5c4f3b83aa42ff6839384d)] [added: Liquidity](#i2598b1517f254676a6f952a978a34a73)] | | | [removed: [51](#i5ece4c503e5c4f3b83aa42ff6839384d)] [added: [53](#i2598b1517f254676a6f952a978a34a73)] | | |

| [Financial [removed: Instruments](#i41896d9a38604efa8154de31c09567ae)] [added: Instruments](#i565e1374436e41ad82c2dd3dcd0e2b8b)] | | | [removed: [54](#i41896d9a38604efa8154de31c09567ae)] [added: [55](#i565e1374436e41ad82c2dd3dcd0e2b8b)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#ief0633b7a07149ceadcf1bc724c58101)] [added: Risk](#i939b2974552c4e4291b4e6e65cf997b1)] | | | [removed: [54](#ief0633b7a07149ceadcf1bc724c58101)] [added: [55](#i939b2974552c4e4291b4e6e65cf997b1)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i07f0f706c9394d6e86f9ae4e550952cd)] [added: Data](#iba70ec1499784487b9182857727f6a60)] | | | [removed: [55](#i07f0f706c9394d6e86f9ae4e550952cd)] [added: [55](#iba70ec1499784487b9182857727f6a60)] | | |

| [Index to Financial [removed: Statements](#ibe59cb6e85224220bd67cc87ec33b879)] [added: Statements](#i1297600a5c094a6cb26dbada13c32d45)] | | | [removed: [55](#ibe59cb6e85224220bd67cc87ec33b879)] [added: [55](#i1297600a5c094a6cb26dbada13c32d45)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i051db5936b2f4dda8a2b6bf27e5a6cae)] [added: Firm](#iba116cf033d543438325118244b36230)] | | | [removed: [56](#i051db5936b2f4dda8a2b6bf27e5a6cae)] [added: [56](#iba116cf033d543438325118244b36230)] | | |

| [Consolidated Statements of [removed: Income](#ia63f01ee3b2a467d8eb8e9742e10d185)] [added: Income](#i16e69e8d8a064f998eabae0c623f55d9)] | | | [removed: [58](#ia63f01ee3b2a467d8eb8e9742e10d185)] [added: [59](#i16e69e8d8a064f998eabae0c623f55d9)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i80f87d1a812a46228b3c42ef171de649)] [added: Income](#i0910323e966941c8a3c84e77c441b222)] | | | [removed: [59](#i80f87d1a812a46228b3c42ef171de649)] [added: [60](#i0910323e966941c8a3c84e77c441b222)] | | |

| [Consolidated Balance [removed: Sheets](#i0e5e939e6ca648388bcca2b896a65f2e)] [added: Sheets](#id6ce1b14de514b7e9c496bdda46a5adb)] | | | [removed: [60](#i0e5e939e6ca648388bcca2b896a65f2e)] [added: [61](#id6ce1b14de514b7e9c496bdda46a5adb)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#if7787e5719364429ade3d1338a3f30e2)] [added: Equity](#i6d4f2081e8b943ed9a52069c11d2fe8a)] | | | [removed: [61](#if7787e5719364429ade3d1338a3f30e2)] [added: [62](#i6d4f2081e8b943ed9a52069c11d2fe8a)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i0d947a0203f548d2945345e3c61044fa)] [added: Flows](#i14ea24f924c042498a7c14eb9b37c322)] | | | [removed: [62](#i0d947a0203f548d2945345e3c61044fa)] [added: [63](#i14ea24f924c042498a7c14eb9b37c322)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#ib61933d5552449dc8a9d45cbe42e6de2)] [added: Statements](#i3f94422af916449faeed91c13acee274)] | | | [removed: [63](#ib61933d5552449dc8a9d45cbe42e6de2)] [added: [64](#i3f94422af916449faeed91c13acee274)] | | |

| [NOTE 1. Significant Accounting [removed: Policies](#ic6560577ee4f44c4b2a77c847f2c3380)] [added: Policies](#i7e1d91c71ff44bab9d4f553d38f7feb5)] | | | [removed: [63](#ic6560577ee4f44c4b2a77c847f2c3380)] [added: [64](#i7e1d91c71ff44bab9d4f553d38f7feb5)] | | |

| [NOTE 2. Revenue [removed: Recognition](#i29df7ed90e0b4374812cd1c8eee43785)] [added: Recognition](#i518d177be4b14b9a8c3f46bc64b40721)] | | | [removed: [68](#i29df7ed90e0b4374812cd1c8eee43785)] [added: [69](#i518d177be4b14b9a8c3f46bc64b40721)] | | |

| [NOTE [removed: 3.] [added: 4.] Goodwill and Intangible [removed: Assets](#i7317551b9ec2460383c7109d99e0e5bf)] [added: Assets](#if8a400a99d3549ac95af9aae775441eb)] | | | [removed: [68](#i7317551b9ec2460383c7109d99e0e5bf)] [added: [71](#if8a400a99d3549ac95af9aae775441eb)] | | |

| [PART I](#i3b2a5f11ffb24eeda57d412e63f6712e) | | | [6](#i3b2a5f11ffb24eeda57d412e63f6712e) | | |

| [PART II](#id9511cf7cf6347f691be46c8f1ee4520) | | | [40](#id9511cf7cf6347f691be46c8f1ee4520) | | |

| [Overview](#idbe177da73754043bf8aae1bf1cf2c44) | | | [41](#idbe177da73754043bf8aae1bf1cf2c44) | | |

| [NOTE 3. Acquisitions and Divestitures](#i99eda654567a4c5a99c996c8342b4b4c) | | | [69](#i99eda654567a4c5a99c996c8342b4b4c) | | |

| [NOTE 5. Supplemental Financial Information](#if91e2e8f7fe241ac84c10bf3bb04a08c) | | | [72](#if91e2e8f7fe241ac84c10bf3bb04a08c) | | |

| [NOTE 11. Derivatives](#i429bbf03b03245b59175fe802322092f) | | | [87](#i429bbf03b03245b59175fe802322092f) | | |

| [NOTE 13. Leases](#icf50d70e1fb1466fa3d7c1bbfa2e5a14) | | | [91](#icf50d70e1fb1466fa3d7c1bbfa2e5a14) | | |

| [NOTE 14. Restructuring](#if24c6e682d6846caa7ed44dfab57c375) | | | [92](#if24c6e682d6846caa7ed44dfab57c375) | | |

| [PART IV](#ibeefd0b79c6a4d988e196be374b568c2) | | | [105](#ibeefd0b79c6a4d988e196be374b568c2) | | |

Summary of Risk Factors

Solventum’s business is subject to numerous risks and uncertainties that could adversely affect Solventum’s business, results of operations, financial condition and cash flows.

These risks include, but are not limited to, the following, all of which are more fully described in Part I, Item 1A "Risk Factors", and should be considered an integral part of Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing Solventum’s business.

- Solventum’s historical financial information for periods prior to the Spin-Off is not necessarily representative of the results or performance that it would have achieved as a separate, publicly traded company.

- Solventum may not achieve some or all of the expected benefits of the Spin-Off.

- Solventum’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it is subject to as a standalone publicly traded company.

- In connection with the Spin-Off, Solventum incurred debt obligations and may incur additional obligations in the future, which could adversely affect its business and profitability and its ability to meet other obligations.

- Solventum may not be able to engage in desirable capital-raising or strategic transactions following the Spin-Off.

- If the Spin-Off, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Solventum and its shareholders could be subject to significant tax liabilities.

- The transfer to Solventum of certain contracts, permits and other assets and rights may have required the consents or approvals of, or provide other rights to, third parties and governmental authorities.

- Following the Spin-Off, Solventum’s commercial relationships with 3M remain significant, which could adversely affect Solventum’s business, its ability to meet other obligations and the market price of its common stock.

- The deployment of artificial intelligence or other emerging technologies in Solventum's products and services, or a failure to adapt its products and services, could affect future results.

- Public health crises may increase Solventum’s cost of doing business and disrupt Solventum’s operations.

- Our brands are critical to our success, and damage to our reputation or our brands could adversely affect our business, results of operations or financial condition.

- Acquisitions, strategic alliances, divestitures and other strategic events resulting from portfolio management actions and other evolving business strategies, and possible further organizational restructuring, could affect future results.

- Solventum may not be able to effectively integrate acquired businesses into its operations or achieve expected cost savings or profitability from its acquisitions.

- Solventum's restructuring program may not be successful.

- Solventum may not be able to access the capital and credit markets on terms that are favorable to Solventum, or at all.

- Change in Solventum’s credit ratings could increase cost of funding.

- Changes in foreign currency exchange rates or interest rates could adversely affect Solventum.

- Solventum operates in highly competitive markets, competition may increase in the future and the healthcare industry may be disrupted, necessitating that Solventum lower prices or resulting in a loss of market share.

- Consolidation in the healthcare industry could have an adverse effect on Solventum’s revenues and results of operations.

- Solventum’s growth objectives are largely dependent on the timing and market acceptance of its new products and services.

- The success of many of Solventum’s products depends upon certain key healthcare professionals.

- Changes in reimbursement practices of third-party payers or other cost containment measures or worsening economic conditions could affect the demand for Solventum’s products and the prices at which they are sold.

- Solventum’s future results are subject to vulnerability with respect to materials and availability of purchased components, compounds, raw materials, energy, production capacity and labor.

- 3M is the sole source of supply for raw materials used in certain of our products and our business will be harmed if 3M does not satisfy our requirements.

- Solventum is subject to risks related to international, federal, state and local treaties, laws and regulations, as well as related compliance risks.

- Solventum may face potential liabilities related to PFAS, which could adversely impact Solventum’s results.

- The impacts of climate change may adversely effect Solventum’s business.

- Solventum operates in a strictly regulated industry, and compliance with laws and regulations applicable to the commercialization of Solventum’s products is costly and failure to comply may result in significant penalties.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

| [PART I](#i8fb534edfe27408fbf3d14cb33e42b21) | | | [6](#i8fb534edfe27408fbf3d14cb33e42b21) | | |

| [PART II](#i28157a425a1d4a48b2382231d5322664) | | | [42](#i28157a425a1d4a48b2382231d5322664) | | |

| [Overview](#i0eac4da236cc4d6e95d9328b4b299ee8) | | | [43](#i0eac4da236cc4d6e95d9328b4b299ee8) | | |

| [NOTE 4. Other Current Liabilities](#i7e842366f2f846a2bb226a08506317df) | | | [69](#i7e842366f2f846a2bb226a08506317df) | | |

| [NOTE 10. Derivatives](#i646a102ecee94fc0a8280aea18caf81e) | | | [83](#i646a102ecee94fc0a8280aea18caf81e) | | |

| [NOTE 12. Leases](#ie4e78e5142b840ec92460f7f6bde6e9c) | | | [88](#ie4e78e5142b840ec92460f7f6bde6e9c) | | |

| [NOTE 13. Restructuring](#ib0d5453f51aa476bb1220c1fdeab8508) | | | [89](#ib0d5453f51aa476bb1220c1fdeab8508) | | |

| [NOTE 18. Subsequent Events](#i35c02413c3204d19bcc21f6e6de0d1aa) | | | [97](#i35c02413c3204d19bcc21f6e6de0d1aa) | | |

| [Certain Relationships and Related Person Transactions,](#idabe139949fc44ffad7e9dda656601e2) | | | [100](#idabe139949fc44ffad7e9dda656601e2) | | |

| [Director Independence](#i91acd1fc0a7b4ed992430ed8837ef8ae) | | | [100](#i91acd1fc0a7b4ed992430ed8837ef8ae) | | |

| [PART IV](#ic9910ef9525645dc98908ea5575a579c) | | | [101](#ic9910ef9525645dc98908ea5575a579c) | | |

Such risks and uncertainties include, but are not limited to:

- operational execution risks;

- damage to our reputation or our brands;

- risks from acquisitions, strategic alliances, divestitures and other strategic events;

- Solventum’s business dealings involving third-party partners in various markets;

- Solventum’s ability to access the capital and credit markets and changes in Solventum’s credit ratings;

- exposure to interest rate and currency risks;

- the highly competitive environment in which Solventum operates and consolidation in the healthcare industry;

- the timing and market acceptance of Solventum’s new product and service offerings;

- ongoing working relationships with certain key healthcare professionals;

- changes in reimbursement practices of governments or private payers or other cost containment measures;

- Solventum’s ability to obtain components or raw materials supplied by third parties and other manufacturing and related supply chain difficulties, interruptions, and disruptive factors;

- legal and regulatory proceedings and legal compliance risks (including third-party risks) with regards to antitrust, Foreign Corrupt Practices Act (“FCPA”) and other anti-bribery laws, environmental laws, anti-kickback and false claims laws, privacy laws, tax laws, and other laws and regulations in the United States and other countries in which Solventum operates;

- potential liabilities related to a broad group of perfluoroalkyl and polyfluoroalkyl substances, collectively known as “PFAS”;

- risks related to the highly regulated environment in which Solventum operates;

- risks associated with product liability claims;

- climate change and measures to address climate change;

- security breaches and other disruptions to information technology infrastructure;

- pension and postretirement obligation liabilities;

- any failure by the 3M Company (“3M”) to perform any of its obligations under the various separation agreements in connection with the separation from 3M (the “Spin-Off”);

- any failure to realize the expected benefits of the Spin-Off, and/or that the Spin-Off will not be completed within the expected time frame, on the expected terms or at all;

- a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;

- financing transactions undertaken in connection with the separation and risks associated with additional indebtedness;

- the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the separation will exceed Solventum’s estimates; and

- the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of

management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

The above list is not exhaustive or necessarily set forth in the order of importance.

Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part I, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statement speaks only as of the date on which it is made, and Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

[removed: These processes are integrated into the Company’s overall enterprise risk management, as] [added: ERM is] overseen by the Company’s board of directors (the [removed: “Board”),] [added: "Board"),] primarily through its committees, with its Audit Committee having direct oversight over cybersecurity matters.

The full Board receives a report from our CISO and other members of management [added: on cybersecurity at least] annually.

The CISO works closely with the CIO, Chief Privacy Officer, and members of the legal team who report to the Chief [added: Corporate &] Legal Affairs Officer to periodically review the cybersecurity program.

The Company’s CISO also coordinates with the Company’s [added: Corporate &] Legal Affairs team and third parties, such as consultants and legal advisors, to assess and manage material risks from cybersecurity threats.

The Cybersecurity Subcommittee of the Disclosure Committee is comprised of the Controller and Chief Accounting Officer, Treasurer, Chief [added: Corporate &] Legal Affairs Officer, Assistant Secretary, General Auditor, as well as the CISO, CIO and Chief Privacy [added: Officer.]

These processes are integrated into the Company’s overall enterprise risk management ("ERM"), which establishes a risk management framework that seeks to identify, assess, and manage risks across our business.

Despite our cybersecurity program, there can be no assurance that we, or third parties with which we interact, will not experience a cybersecurity incident in the future that may materially affect us.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

Officer.

The Company owns, leases or otherwise has rights to use approximately [removed: 277] [added: 270] facilities consisting of [removed: approximately 22 facilities] [added: 20] owned [added: facilities] and approximately [removed: 255] [added: 250] facilities that are leased or otherwise have rights to use.

The [removed: Company's] [added: Company] has [removed: 10] [added: 7] manufacturing facilities in the United States and [removed: 18] [added: 14] outside of the United States, including Canada, China, [removed: France,] Germany, Ireland, Mexico, and Poland.

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

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

At February [removed: 21, 2025,] [added: 18, 2026,] there were [removed: 46,585] [added: 43,602] shareholders of record.

Solventum’s stock ticker symbol is SOLV and is listed on the New York Stock [removed: Exchange, Inc. (“NYSE”).][added: Exchange.]

The following graph compares the total shareholder return on the Company's common stock for the last [removed: 9] [added: 21] months since the company started trading on April 1, 2024 with the Standard & Poor's [removed: (“S&P”)] [added: ("S&P")] 500 and S&P 500 Healthcare indices.

[removed: ][added: ]

| Company/Index | | | | | | April 1, 2024 | | | June 30, 2024 | | | [removed: September 30,] [added: December 31,] 2024 | | | [added: June 30, 2025 | | |] December [removed: 31. 2024] [added: 31, 2025] | | |

| Solventum Corporation | | | | | | $ | 100.00 | | $ | 76.53 | | $ | [removed: 100.90] [added: 95.60] | | $ | [removed: 95.60] [added: 109.75] | | [added: $ | 114.67 | |]

| S&P 500 Index | | | | | | 100.00 | | | 104.13 | | | [removed: 109.89] [added: 112.16] | | | [removed: 112.16] [added: 118.33] | | | [added: 130.55 | | |]

| S&P 500 Health Care Index | | | | | | 100.00 | | | 99.50 | | | [removed: 100.90] [added: 93.91] | | | [removed: 93.91] [added: 92.02] | | | [added: 105.68 | | |]

Issuer Purchases of Equity Securities

In November 2025, Solventum's Board of Directors approved a share repurchase program, which authorizes the Company to purchase up to $1 billion of the Company's outstanding common stock.

Pursuant to the authorization, repurchases may be made from time to time in the open market, including through a Rule 10b5-1 or Rule 10b-18 trading plan.

The share repurchase program has no time limit, does not require the Company to acquire any amount of shares, and may be suspended or discontinued at any time.

There were no issuer purchases of equity securities under the share repurchase program for the three months ended December 31, 2025.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We have audited the accompanying consolidated balance sheets of Solventum Corporation 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, of comprehensive income, 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”).

In our opinion, the consolidated financial statements [added: 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.

Basis for [removed: Opinion][added: Opinions]

[removed: These consolidated] [added: The Company’s] financial statements are [removed: the responsibility of the Company’s management.][added: presented on a consolidated basis.]

Our responsibility is to express [removed: an opinion] [added: opinions] on the Company’s consolidated financial statements [added: and on the Company's internal control over financial reporting] based on our audits.

We conducted our audits [removed: of these consolidated financial statements] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or [removed: fraud.][added: fraud, and whether effective internal control over financial reporting was maintained in all material respects.]

Our audits [added: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We believe that our audits provide a reasonable basis for our [removed: opinion.][added: opinions.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] 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: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

The Company’s net sales of product and net sales of software and rentals were [removed: $6,348] [added: $6,349] million and [removed: $1,906] [added: $1,976] million, respectively, for the year ended December 31, [removed: 2024.][added: 2025.]

[added: These procedures also included, among others (i) testing revenue recognized for a] sample of revenue transactions from sales of product by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and cash receipts; (ii) testing revenue recognized for a sample of revenue transactions from sales of software with coterminous post-contract support and software-as-a-service (collectively, “software”) by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of delivery, and cash receipts; (iii) testing revenue recognized for a sample of revenue transactions from arrangements involving rental equipment and related consumables (“rental”) by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of delivery, and cash receipts; (iv) testing a sample of sales credit transactions for product, software, and rental revenue by obtaining and inspecting source documents, such as support for the nature of the credit, including valid business purpose and application, and amount; and (v) confirming a sample of outstanding customer invoice balances as of December 31, [removed: 2024] [added: 2025] for product, software, and rental revenue transactions and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

| | | | | | | [removed: | | | | | | | | | | | |] Year ended December 31, | | | | | | | | | | | | | | |

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

| Net sales of product | | | | | | [removed: | | | | | |] [added: $] | [added: 6,349] | | | | | $ | 6,348 | | | | | $ | 6,296 | | [removed: | | | $ | 6,300 | |]

| Net sales of software and rentals | | | | | | [removed: | | | | | |] [added: 1,976] | | | | | | 1,906 | | | | | | 1,901 | | | [removed: | | | 1,830 | | |]

| Total net sales | | | | | | [removed: | | | | | |] [added: 8,325] | | | | | | 8,254 | | | | | | 8,197 | | | [removed: | | | 8,130 | | |]

| Cost of product | | | | | | [removed: | | | | | |] [added: 3,402] | | | | | | 3,172 | | | | | | 3,023 | | | [removed: | | | 2,953 | | |]

| Cost of software and rentals | | | | | | [removed: | | | | | |] [added: 472] | | | | | | 489 | | | | | | 481 | | | [removed: | | | 482 | | |]

| Gross profit | | | | | | [removed: | | | | | |] [added: 4,451] | | | | | | 4,593 | | | | | | 4,693 | | | [removed: | | | 4,695 | | |]

| Selling, general and administrative expenses | | | | | | [removed: | | | | | | | | | | | | 2,782 | | | | | | 2,243 | | | | | | 2,235] [added: 44] | | |

| Research and development expenses | | | | | | [removed: | | | | | |] [added: 739] | | | | | | 775 | | | | | | 758 | | | [removed: | | | 767 | | |]

| Operating income | | | | | | [removed: | | | | | |] [added: 2,181] | | | | | | 1,036 | | | | | | 1,692 | | | [removed: | | | 1,693 | | |]

| Interest expense, net | | | | | | [removed: | | | | | |] [added: 347] | | | | | | 367 | | | | | | — | | | [removed: | | | — | | |]

| Other expense (income), net | | | | | | [removed: | | | | | |] [added: 39] | | | | | | 64 | | | | | | 25 | | | [removed: | | | 1 | | |]

| Income before income taxes | | | | | | [removed: | | | | | |] [added: 1,713] | | | | | | 605 | | | | | | 1,667 | | | [removed: | | | 1,692 | | |]

| Provision for income taxes | | | | | | [removed: | | | | | |] [added: 157] | | | | | | 127 | | | | | | 321 | | | [removed: | | | 349 | | |]

| Net income | | | | | | [removed: | | | | | |] [added: $] | [added: 1,556] | | | | | $ | 479 | | | | | $ | 1,346 | | [removed: | | | $ | 1,343 | |]

| Earnings per share: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Basic earnings per share | | | | | | [removed: | | | | | |] [added: $] | [added: 8.94] | | | | | $ | 2.77 | | | | | $ | 7.79 | | [removed: | | | $ | 7.78 | |]

| Diluted earnings per share | | | | | | [removed: | | | | | |] [added: 8.88] | | | | | | 2.76 | | | | | | 7.79 | | | [removed: | | | 7.78 | | |]

| Weighted-average number of shares outstanding: | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Basic | | | | | | [removed: | | | | | |] [added: 174.1] | | | | | | 173.2 | | | | | | 172.7 | | | [removed: | | | 172.7 | | |]

| Diluted | | | | | | [removed: | | | | | |] [added: 175.3] | | | | | | 173.7 | | | | | | 172.7 | | | [removed: | | | 172.7 | | |]

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

| Cumulative translation adjustment | | | | | | | | | | | | | | | | | | [removed: (203)] [added: 420] | | | | | | [removed: 157] [added: (203)] | | | | | | [removed: (331)] [added: 157] | | |

| Defined benefit pension [added: and postretirement plans] | | | | | | | | | | | | | | | | | | [removed: (5)] [added: 38] | | | | | | [removed: (33)] [added: (5)] | | | | | | [removed: 34] [added: (33)] | | |

| Cash flow hedging instruments | | | | | | | | | | | | | | | | | | [removed: 20] [added: (28)] | | | | | | [removed: —] [added: 20] | | | | | | — | | |

| Total other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | [removed: (188)] [added: 430] | | | | | | [removed: 124] [added: (188)] | | | | | | [removed: (297)] [added: 124] | | |

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

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

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Acera Surgical (“Acera”) from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Acera from our audit of internal control over financial reporting.

Acera is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

*Divestiture of Purification and Filtration Business – Gain on Sale*

As described in Notes 1, 3, and 8 to the consolidated financial statements, on February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. ("Buyer").

On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement (the "Agreement") to exclude the Company’s drinking water filtration business (the "Water Business") from the scope of the Purification and Filtration business to be acquired by Buyer (such acquired business, the "Business").

On September 1, 2025, the sale of the Business to the Buyer was completed.

The cash consideration paid to the Company at closing was approximately $4 billion resulting in a pre-tax gain of approximately $1.5 billion.

Under the Agreement, Buyer is entitled to receive a payment of up to $75 million from the Company either upon a sale of the Water Business or after an agreed upon 3-year period.

The Company recorded $64 million related to the Water Business liability within the other liabilities on the consolidated balance sheet, which was the present value of the expected future obligation at close of the Transaction.

In connection with the sale of the Business, the Company entered

into various transition service agreements to provide certain support services at cost, below fair market value, for a period of up to 24 months from the closing of the sale.

In connection with these agreements, the Company recognized an unfavorable contract liability of $113 million, which will be recognized over the terms of the transition service agreements.

The Company recognized corresponding income tax impacts in various jurisdictions as a result of the gain on sale.

Judgment is required in determining the Company’s tax expense and in the application of relevant tax laws and regulations to its tax positions.

The principal considerations for our determination that performing procedures relating to the gain on sale relating to the divestiture of the Purification and Filtration business is a critical audit matter are (i) the significant judgment by management when determining the gain on sale and corresponding tax effects; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to (a) the consideration received pursuant to the Agreement, (b) the measurement of the disposal group, and (c) the application of tax laws and regulations in connection with management’s determination of the income tax effects of the divestiture; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

These procedures included testing the effectiveness of controls relating to the divestiture transaction and determination of corresponding tax effects.

These procedures also included, among others (i) reading the Agreement; (ii) evaluating the reasonableness of management's accounting conclusions with respect to the gain on sale, including recording of the Water Business liability and unfavorable contract liabilities; (iii) testing the cash proceeds and transaction fees recorded by management; (iv) testing the completeness and accuracy of the carrying value of the disposal group and unfavorable contract liabilities; and (v) evaluating the information, including tax law and other relevant evidence, used by management to support its position regarding the tax consequences of the transaction.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the application of relevant tax laws and regulations.

*Acquisition of Acera Surgical – Valuation of Developed Technology*

As described in Note 3 to the consolidated financial statements, on December 23, 2025, the Company acquired Acera Surgical (“Acera”) for total purchase consideration of $776 million, which included cash consideration of $696 million, net of cash acquired, and a future milestone payment of an additional $125 million that had a fair value of $80 million on the acquisition date.

The acquired intangible assets of $440 million consisted primarily of developed technology.

The fair value of the developed technology was determined using a multi-period excess earnings method which includes significant assumptions related to revenue growth rates, EBITDA margins, obsolescence factors, and discount rate.

The principal considerations for our determination that performing procedures relating to the valuation

of developed technology acquired in the acquisition of Acera is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the developed technology acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, discount rate, and obsolescence factors for developed technology; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

Opinion on the Financial Statements

These procedures included, among others (i) testing revenue recognized for a

February 28, 2025

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

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| Net parent investment | | | | | | — | | | | | | 12,003 | | |

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| Balance at December 31, 2021 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 12,259 | | | | | $ | (200) | | | | | $ | 12,059 | |

| Cumulative translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (331) | | | | | | (331) | | |

| Defined benefit pension | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34 | | | | | | 34 | | |

| Cumulative translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 157 | | | | | | 157 | | |

| Defined benefit pension | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (33) | | | | | | (33) | | |

| Cumulative translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (203) | | | | | | (203) | | |

| Defined benefit pension | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | (5) | | |

| Cash flow hedging | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | 20 | | |

Effective April 1, 2024, the Company’s financial statements are presented on a consolidated basis, as the Spin-Off was completed on such date.

In periods prior to Spin-Off, the cash and cash equivalents reflected in the Company's consolidated balance sheet primarily represents cash managed by the Health Care Business as part of 3M's centralized cash program.

when legal title, physical possession and the risks and rewards of ownership transfer to the customer.

consolidated financial statements and tax returns of 3M.

The right to control

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

| ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* | | | Issued in December 2023. Requires disaggregated information about a Company's effective tax rate reconciliation as well as information on income taxes paid. | | | Year-end December 31, 2025 | | | The Company is currently assessing the impact that the updated standard will have on financial statement disclosures. | | |

| Balance as of December 31, 2022 | | | | | | $ | 3,606 | | | | | $ | 452 | | | | | $ | 871 | | | | | $ | 1,505 | | | | | $ | 6,434 | |

| Divestiture | | | | | | — | | | | | | (4) | | | | | | — | | | | | | — | | | | | | (4) | | |

| Translation impact | | | | | | (88) | | | | | | (19) | | | | | | (2) | | | | | | (49) | | | | | | (158) | | |

There was no goodwill recorded from acquisitions during the years ended December 31, 2024 and 2023.

In August 2023, 3M completed the sale of assets associated with its dental local anesthetic business (part of the Dental Solutions segment) to Pierrel S.p.A for approximately $60 million in cash.

In connection with this transaction, goodwill was reduced by approximately $4 million.

| Indefinite lived intangible assets | | | | | | — | | | | | | 25 | | |

| Total intangible assets — net | | | | | | $ | 2,544 | | | | | $ | 2,902 | |

In June 2024, the Company made the decision to start phasing out the use of a tradename within its Dental Solutions business.

This tradename, which was categorized as indefinite-lived as of December 31, 2023, has been reclassified to finite-lived and is being amortized over the expected phase-out period.

| Amortization expense | | | | | | | | | | | | $ | 324 | | | | | $ | 319 | | | | | $ | 314 | | | | | $ | 309 | | | | | $ | 272 | | | | | $ | 1,006 | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Transfers from 3M, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Balance at December 31, 2022, net of tax: | | | | | | $ | (504) | | | | | $ | 7 | | | | | $ | — | | | | | $ | (497) | |

| Advanced royalties | | | | | | — | | | | | | 26 | | |

The primary factors that increased the tax rate were the tax impact of legal entity restructuring in connection with the Spin-Off, partially offset by the recognition of a previously unrecognized tax benefit due to the expiration of the statute of limitations.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are [removed: effective.][added: effective as of December 31, 2025.]

*Management's Report on Internal [removed: Controls] [added: Control] Over Financial Reporting*

*Changes in Internal [removed: Controls] [added: Control] Over Financial Reporting*

*Management's Responsibility for Financial Reporting*

Management is responsible for the integrity and objectivity of the financial information included in this report.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Where necessary, the financial statements reflect estimates based on management’s judgment.

Management has established and maintains a system of internal control over financial reporting for the Company and its subsidiaries.

This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented.

The Company’s system of internal control over financial reporting is supported by widely communicated written policies, including business conduct policies, which are designed to require all employees to maintain high ethical standards in the conduct of Company affairs.

Internal auditors continually review the accounting and control system.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act.

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).

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Acera, a wholly-owned subsidiary, which was acquired by the Company in a purchase business combination in December 2025.

Total assets and total net sales of Acera represent less than 1 percent of the related consolidated financial statement amounts as of December 31, 2025.

Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the year of acquisition while integrating the acquired company under guidance established by the Securities and Exchange Commission Staff.

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

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

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

*Time Sharing Agreement between Solventum Corporation and Wayde McMillan*

On February 24, 2026, the Company entered into an aircraft time sharing agreement with Wayde McMillan, the Company’s Chief Financial Officer, allowing Mr. McMillan to reimburse the Company for costs associated with his non-business use of company aircraft.

The Talent Committee approved Mr. McMillan’s non-business use of company aircraft for up to 30 hours per year, subject to reimbursement of the aggregate incremental costs of such use, to provide time efficiencies, a confidential work environment and enhanced security for the CFO, which use is subject to the Company’s aircraft use policies.

A copy of the time sharing agreement is filed as Exhibit 10.28 herewith.

*Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012*

As part of its intellectual property (“IP”) protection efforts, 3M has obtained and maintains patents and trademarks in Iran.

Certain of these patents and trademarks are now owned by Solventum’s affiliate Solventum Intellectual Properties Company, but registered title has not yet been assigned to Solventum Intellectual Properties Company.

As authorized under 3M’s specific license granted by the Office of Foreign Assets Control, during the year ended December 31, 2024, a third-party IP service provider/counsel paid on behalf of 3M a renewal fee of $297 to the Iran Intellectual Property Office’s account with Bank Melli, which was designated pursuant to Executive Order 13224, to maintain a trademark owned by Solventum that has registered title held by 3M.

Solventum did not direct this activity and understands that 3M plans to continue these IP rights protection activities as authorized under its 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 Schedule 14A within 120 days after Solventum’s fiscal year-end of December 31, [removed: 2024)] [added: 2025)] for its annual meeting to be held on [removed: April 30, 2025,] [added: May 15, 2026,] are incorporated by reference in this Form 10-K.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

The information relating to Solventum’s Board of Directors and nominees is set forth under the caption [removed: “Proposal] [added: "Proposal] 1: Election of Class [removed: I Directors”] [added: II Directors"] in Solventum’s proxy statement for its annual meeting of stockholders to be held on [removed: April 30, 2025] [added: May 15, 2026] (the [removed: “Solventum] [added: "Solventum] Proxy [removed: Statement”)] [added: Statement")] and is incorporated by reference herein.

Information about Solventum’s executive officers is included in [added: Part I,] Item 1 of this Annual Report on Form 10-K and incorporated by reference herein.

The information required by Items [removed: 405,] 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions [removed: “Corporate Governance] [added: "Corporate governance] — Director [removed: Independence,” “Board] [added: independence," "Board] composition and leadership structure — Board [removed: committees,”] [added: committees,"] and [removed: “Proposal 1] [added: "Proposal 1: Election of Class II Directors] — [removed: Director Nominees’ Skills, Backgrounds] [added: Directors’ skills, backgrounds] and [removed: Expertise,”] [added: expertise,"] of the Solventum Proxy Statement and such information is incorporated by reference herein.

The information required by Item 402 of Regulation S-K is contained under the captions [removed: “Compensation Discussion] [added: "Compensation discussion] and [removed: Analysis,” “Compensation Tables,”] [added: analysis," "Compensation tables,"] and [removed: “Proposal] [added: "Proposal] 1: Election of Class [removed: I Directors”] [added: II Directors"] of the Solventum Proxy Statement.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

The information required under Item 403 of Regulation S-K is incorporated by reference to the [removed: Company’s definitive proxy statement] [added: Solventum Proxy Statement] under the caption [removed: “Security Ownership] [added: "Security ownership] of [removed: Certain Beneficial Owners”] [added: certain beneficial owners"] and the information required under Item 201(d) of Regulation S-K is incorporated by reference to the [removed: Company's definitive proxy statement] [added: Solventum Proxy Statement] under the caption [removed: “Equity Compensation Plans” pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2024.][added: "Equity compensation plan information".]

With respect to certain relationships and related transactions as set forth in Item 404 of Regulation S-K, Doug Jones, MedSurg VP Sales US & Canada, is the brother in law of Bryan Hanson, our Chief Executive Officer.

In August 2024, Mr. Jones joined Solventum and will receive an annual compensation of base salary and bonus of approximately $525,000.

Mr. Jones also receives certain other benefits, including awards of equity, customary to similar positions within the Company.

Mr. Jones’ employment was approved by the Governance Committee in accordance with our hiring standards after a robust search and process.

The amounts paid to Mr. Jones were commensurate with those paid to employees in similar positions and responsibility levels.

The information relating to principal accounting fees and services is set forth in the section entitled [removed: “Proposal 4:] [added: "Proposal 3:] Ratification of PwC as [removed: Auditor”] [added: Auditor"] in the Solventum Proxy Statement and such information is incorporated by reference herein.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

| (4.1) | | | [Indenture, dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum's senior notes, is incorporated by reference from Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm) [to] [added: 4.1 to] Amendment No.2 to the Company's Registration Statement on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm)[, filed](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm) [March] [added: 10, filed March] 11, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm)[.](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit41-form10x12ba.htm)] | | |

| (4.2) | | | [First Supplemental Indenture, dated as of February 27, 2024, to Indenture dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum’s senior debt notes, is incorporated by reference from Exhibit 4.2 [removed: to](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [Amendment No](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[.] [added: to Amendment No.] 2 to [removed: th](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[e](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [C](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[ompany's](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [R](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[egistration] [added: the Company's Registration] Statement on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[,](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [filed](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[March](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[11](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm)[,] [added: 10, filed March 11,] 2024.](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit42-form10x12ba.htm) | | |

| (10.10) | | | [Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form [removed: 8-K ,] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1010-8xk.htm)[,] filed April 4, 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1010-8xk.htm) | | |

| (10.12) | | | [Solventum Corporate 2024 Long-Term Incentive Plan, as amended (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000009/ex-101solventum2024longxte.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000009/ex-101solventum2024longxte.htm)†] | | |

| (10.13) | | | [Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex101-solv2024ltipxrsu.htm)[,](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex101-solv2024ltipxrsu.htm) [filed] [added: 8-K, filed] May 17, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex101-solv2024ltipxrsu.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex101-solv2024ltipxrsu.htm)†] | | |

| (10.14) | | | [Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement For Non-Employee Directors (incorporated by reference from Solventum Corporation’s Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex102-solv2024ltiprsuxdire.htm)[,](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex102-solv2024ltiprsuxdire.htm) [filed] [added: 8-K, filed] May 17, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex102-solv2024ltiprsuxdire.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex102-solv2024ltiprsuxdire.htm)†] | | |

| (10.15) | | | [Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex103-solv2024ltipxpsa.htm)[,](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex103-solv2024ltipxpsa.htm) [filed] [added: 8-K, filed] May 17, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex103-solv2024ltipxpsa.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000014/ex103-solv2024ltipxpsa.htm)†] | | |

| (10.16) | | | [Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation’s Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1013-8xk.htm)[,] [added: 8-K,] filed April 4, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1013-8xk.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1013-8xk.htm)†] | | |

| [removed: (10.17)] [added: (10.18)] | | | [Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation’s Form [removed: 8-](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1014-8xk.htm)[K](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1014-8xk.htm)[,] [added: 8-K,] filed April 4, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1014-8xk.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024014887/exhibit1014-8xk.htm)†] | | |

| [removed: (10.18)] [added: (10.19)] | | | [Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000009/ex-43solventumvipexcessplan.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000009/ex-43solventumvipexcessplan.htm)†] | | |

| [removed: (10.19)] [added: (10.20)] | | | [Solventum Employee Stock Purchase Plan [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1019-solventumemployee.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1019-solventumemployee.htm) [by reference from Solventum Corporation's](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1019-solventumemployee.htm) [Annual report on Form 10-K, filed February 28, 2025](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1019-solventumemployee.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1019-solventumemployee.htm)†] | | |

| [removed: (10.20)] [added: (10.21)] | | | [Offer letter with Bryan Hanson, dated August 17, 2023 [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)[by refere](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)[nce from](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm) [Solventum Corporation's Annual](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm) [Report on Form 10-K](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)[, filed February 28, 2025](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1020-bhansonofferletter2.htm)†] | | |

| [removed: (10.21)] [added: (10.22)] | | | [Offer letter with Wayde McMillan, dated September 22, 2023 [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm) [by](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm) [reference from Solventum Corporation's Annual Report on Form 10-K](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm)[, filed February 28, 2025](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1021-wmcmillanofferlette.htm)†] | | |

| [removed: (10.22)] [added: (10.23)] | | | [Offer letter with Amy Landucci, dated September 22, 2023 [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1022-alanducciofferlette.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1022-alanducciofferlette.htm) [by reference from](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1022-alanducciofferlette.htm) [Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1022-alanducciofferlette.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1022-alanducciofferlette.htm)†] | | |

| [removed: (10.23)] [added: (10.24)] | | | [Offer letter with Tammy Gomez, dated November 10, 2023 [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm) [by](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm) [refere](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm)[nce from Solventum Cor](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm)[poration's Annual Report on Form 10-K, filed on February 28, 2025)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1023-tgomezofferletter20.htm)†] | | |

| [removed: (10.24)] [added: (10.25)] | | | [Offer letter with J. Christopher Barry, dated January 9, 2024 [removed: (incorporated herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)] [added: (incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm) [by](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm) [refere](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)[nce from Solve](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)[ntum Corporation's Annual](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm) [Report on Form 10-K, filed on F](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)[ebruary 2](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)[8](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)[, 2025)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex1024-cbarryofferletterxa.htm)†] | | |

| [removed: (10.25)] [added: (10.29)] | | | [removed: [Solventum](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm) [E](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)[xecutive](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm) [C](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)[hange in](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm) [C](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)[ontrol](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm) [S](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)[everance](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm) [P](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)[lan,] [added: [Solventum Executive Change in Control Severance Plan,] as adopted October 30, 2024 (incorporated by reference from Solventum Corporation's Form 8-K, filed November 5, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000196473824000036/solventumcicseverancepla.htm)†] | | |

| (19) | | | [Solventum Corporation Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex19-solvxinsidertrading.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex19-solvxinsidertradingpo.htm)] | | |

| (21) | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit21.htm)[.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit21.htm)] | | |

| (23) | | | [Consent of independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit23.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit23.htm)] | | |

| (31.1) | | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit311.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit311.htm)] | | |

| (31.2) | | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit312.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit312.htm)] | | |

| (32.1) | | | [Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit321.htm)] | | |

| (32.2) | | | [Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/a202410-kexhibit322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/a202510-kexhibit322.htm)] | | |

| (97) | | | [Recoupment Policy, as adopted on April 1, [removed: 2024, is] [added: 2024](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)[(](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)[incorporated by reference from Solventum Corporation's Annual Report on Form 10-K,] filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)] [added: on February 28, 2025](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)[.](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000019/ex97-solventumrecoupment.htm)] | | |

| (2.2) | | | [Transaction Agreement, dated as of February 25, 2025, by and between Solventum Corporation and Thermo Fisher Scientific Inc. (incorporated by reference from Solventum](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000015/silver-transactionagreem.htm) [Corporation's](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000015/silver-transactionagreem.htm) [Form 8-K, filed February 27, 2025)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000015/silver-transactionagreem.htm)[*](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000015/silver-transactionagreem.htm) | | |

| (2.3) | | | [Amended and Restated Transaction Agreement, dated as of June 25, 2025, by and between Solventum Corporation and Thermo Fisher Scientific Inc. (incorporated by reference from Solventum Corporation's Form 8-K, filed June 25, 2025)*](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000056/silver-artransactionagre.htm) | | |

| (10.17) | | | [Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Quarterly Report on Form 10-Q, filed May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1964738/000196473825000051/solventum-2024ltipxgloba.htm)† | | |

| (10.26) | | | [Offer letter](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm) [with](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm) [Heather Knight, dated October 8, 2025 (](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)[filed](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)[here](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)[w](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)[ith](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)[)](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1025-hknightofferletter.htm)† | | |

| (10.27) | | | [Offer letter with Marcela Kirberger, dated](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm) [October 12, 2023](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm)[(](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm)[filed](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm) [herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1026-mkirbergerofferlett.htm)† | | |

| (10.28) | | | [Time Sharing Agreement, dated February](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1028-solventumtimesharea.htm) [24](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1028-solventumtimesharea.htm)[, 2026, by and between Solventum Corporation and Wayde McMillan (filed herewith)](https://www.sec.gov/Archives/edgar/data/1964738/000196473826000007/ex1028-solventumtimesharea.htm)† | | |

| --- | --- | --- | --- | --- | --- |

| (10.30) | | | [Five-Year Revolving Credit Agreement](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm)[of Solventum Corporation, dated as of February 16, 2024](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [(](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm)[incorporated](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [by](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [r](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm)[e](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm)[ference Solventum Corporation's](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [Registration Statement on Form 10](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm)[,](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) [filed March 6, 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1017-form10x12ba.htm) | | |

| (10.31) | | | [Delayed Draw Term Loan Agreement of Solventum Corporation, dated as of February 16, 2024 (incorporated by reference Solventum Corporation's Registration Statement on Form 10, filed March 6, 2024)](https://www.sec.gov/Archives/edgar/data/1964738/000162828024009297/exhibit1018-form10x12ba.htm) | | |

Filed herewith, unless otherwise indicated:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

† Management contract or compensatory plan or arrangement.

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

Filed herewith, in addition to items, if any, specifically identified above:

| Date: February [removed: 28, 2025] [added: 27, 2026] | | | | | | | | | | | |

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: 7, 2024.][added: 27, 2026.]

| /s/ Bryan Hanson | | | | | | [added: Bryan Hanson,] Chief Executive Officer (Principal Executive Officer and Director) | | |

| /s/ Mary Wilcox | | | | | | [added: Mary Wilcox,] Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | |

| /s/Carlos Albán | | | | | | [added: Carlos Albán,] Director | | |

| /s/Carrie S. Cox | | | | | | [added: Carrie S. Cox,] Chair of the Board of Directors | | |

| /s/Susan D. DeVore | | | | | | [added: Susan D. DeVore,] Director | | |

| /s/Shirley Edwards | | | | | | [added: Shirley Edwards,] Director | | |

| /s/Glenn A. Eisenberg | | | | | | [added: Glenn A. Eisenberg,] Director | | |

| /s/Dr. Bernard A. Harris Jr. | | | | | | [added: Dr. Bernard A. Harris Jr.,] Director | | |

| /s/Karen J. May | | | | | | [added: Karen J. May,] Director | | |

| /s/Elizabeth A. Mily | | | | | | [added: Elizabeth A. Mily,] Director | | |

| /s/John H. Weiland | | | | | | [added: John H. Weiland,] Director | | |

| /s/Amy A. Wendell | | | | | | [added: Amy A. Wendell,] Director | | |

| /s/Darryl L. Wilson | | | | | | [added: Darryl L. Wilson,] Director | | |

| /s/ Wayde McMillan | | | | | | Wayde McMillan, Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | |

[Table of](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13) [](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)[Contents](#i4a908ba2f99849f2bbf54fe7eb4c19fd_13)

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | By | | | /s/ Wayde McMillan | | | | | |

Wayde McMillan, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such persons constituting a majority of the directors of the Company.

| | | | | | | Wayde McMillan, *Attorney-in-Fact* | | | | | |