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Item 15. Exhibits, Financial Statement Schedules

23K characters. Original on sec.gov ·

Item 15. Exhibits, Financial Statement Schedules

(a) (1) Financial Statements. The consolidated financial statements filed as part of this report are listed in the index to financial statements at the beginning of this document.

(a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.

(a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report. See (b) Exhibits, which follow.

(b) Exhibits.

(2)Separation

(2.1)Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(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 Corporation's Form 8-K, filed February 27, 2025)*
(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)*

(3)Articles of Incorporation and bylaws

(3.1)Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)
(3.2)Amended and Restated Bylaws of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed September 26, 2024)

(4)Instruments defining the rights of security holders, including indentures

(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 4.1 to Amendment No.2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(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 to Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(4.3)Description of Securities is incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.

(10)Material contracts and management compensation plans and arrangements:

(10.1)Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.2)Tax Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.3)Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.4)Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+
(10.5)Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (3M Company as contract manufacturer) (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.6)Stockholder's and Registration's Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*
(10.7)Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*
(10.8)3M Trademark Use Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+
(10.9)Transitional Trademark Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+
(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 8-K, filed April 4, 2024)
(10.11)Reverse 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 8-K, filed April 4, 2024)*
(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, 2024)†
(10.13)Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K, filed May 17, 2024)†
(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 8-K, filed May 17, 2024)†
(10.15)Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K, filed May 17, 2024)†
(10.16)Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)†
(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)†
(10.18)Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)†
(10.19)Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, 2024)†
(10.20)Solventum Employee Stock Purchase Plan (incorporated by reference from Solventum Corporation's Annual report on Form 10-K, filed February 28, 2025)†
(10.21)Offer letter with Bryan Hanson, dated August 17, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed February 28, 2025)†
(10.22)Offer letter with Wayde McMillan, dated September 22, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed February 28, 2025)†
(10.23)Offer letter with Amy Landucci, dated September 22, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025)†
(10.24)Offer letter with Tammy Gomez, dated November 10, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025)†
(10.25)Offer letter with J. Christopher Barry, dated January 9, 2024 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025)†
(10.26)Offer letter with Heather Knight, dated October 8, 2025 (filed herewith)†
(10.27)Offer letter with Marcela Kirberger, dated October 12, 2023 (filed herewith)†
(10.28)Time Sharing Agreement, dated February 24, 2026, by and between Solventum Corporation and Wayde McMillan (filed herewith)†
(10.29)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, 2024)†
(10.30)Five-Year Revolving Credit 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)
(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)

Filed herewith, unless otherwise indicated:

(19)Solventum Corporation Insider Trading Policy
(21)Subsidiaries of the Registrant.
(23)Consent of independent registered public accounting firm.
(31.1)Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(31.2)Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.1)Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.2)Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(97)Recoupment Policy, as adopted on April 1, 2024 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025).
(101.INS)Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
(101.SCH)Inline XBRL Taxonomy Extension Schema Document
(101.CAL)Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)Inline XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104)Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

*Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the "SEC") upon request.

† Management contract or compensatory plan or arrangement.

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