Solventum 10-Q 2026-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-41968

SOLVENTUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware						92-2008841
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)
1750 Yankee Doodle Road, Eagan, Minnesota						55121
(Address of Principal Executive Offices)						(Zip Code)
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, Par Value $.01 Per Share						SOLV						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class						Outstanding at April 30, 2026
Common Stock, $0.01 par value per share						173,174,712

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SOLVENTUM CORPORATION

Form 10-Q for the period ended March 31, 2026

TABLE OF CONTENTS			PAGE
PART I. Financial Information			3
Item 1. Financial Statements			3
Condensed Consolidated Statements of Income (Unaudited)			3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)			4
Condensed Consolidated Balance Sheets (Unaudited)			5
Condensed Consolidated Statements of Changes in Equity (Unaudited)			6
Condensed Consolidated Statements of Cash Flows (Unaudited)			7
Notes to the Condensed Consolidated Financial Statements (Unaudited)			8
NOTE 1. Significant Accounting Policies			8
NOTE 2. Revenue Recognition			9
NOTE 3. Acquisitions and Divestitures			9
NOTE 4. Goodwill and Intangible Assets			9
NOTE 5. Supplemental Financial Information			10
NOTE 6. Property, Plant, and Equipment - Net			11
NOTE 7. Supplemental Equity and Comprehensive Income Information			12
NOTE 8. Income Taxes			12
NOTE 9. Long-Term Debt and Short-Term Borrowings			13
NOTE 10. Pension and Postretirement Benefit Plans			14
NOTE 11. Derivatives			14
NOTE 12. Commitments and Contingencies			17
NOTE 13. Restructuring			19
NOTE 14. Earnings Per Share			20
NOTE 15. Stock-Based Compensation			20
NOTE 16. Related Parties			21
NOTE 17. Business Segments			22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Overview			24
Results of Operations			26
Performance by Business Segment			28
Financial Condition and Liquidity			30
Cautionary Note Concerning Forward Looking Statements			32
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33
PART II. Other Information			34
Item 1. Legal Proceedings			34
Item 1A. Risk Factors			34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 3. Defaults Upon Senior Securities			34
Item 4. Mine Safety Disclosures			34
Item 5. Other Information			34
Item 6. Exhibits			35

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SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2026

PART I. Financial Information

Solventum Corporation

Condensed Consolidated Statements of Income (Unaudited)

						Three months ended March 31,
(Millions, except per share data)						2026						2025
Net sales of product						$	1,513					$	1,597
Net sales of software and rentals						493						473
Total net sales						2,007						2,070
Cost of product						796						835
Cost of software and rentals						115						121
Gross profit						1,097						1,114
Selling, general and administrative expenses						827						769
Research and development expenses						189						193
Operating income						81						152
Interest expense, net						62						104
Other expense (income), net						4						11
Income before income taxes						16						38
Provision for (benefit from) income taxes						3						(99)
Net income						$	13					$	137
Earnings per share:
Basic earnings per share						$	0.07					$	0.79
Diluted earnings per share						0.07						0.78
Weighted-average number of shares outstanding:
Basic						174.2						173.7
Diluted						175.5						174.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Solventum Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

						Three months ended March 31,
(Millions)						2026						2025
Net income						$	13					$	137
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment						(63)						154
Defined benefit pension and postretirement plans						12						14
Cash flow hedging instruments						7						(11)
Total other comprehensive income (loss), net of tax						(45)						157
Comprehensive income (loss)						$	(32)					$	294

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Solventum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

						March 31,						December 31,
(Millions, except share information)						2026						2025
Assets
Current assets
Cash and cash equivalents						$	561					$	878
Accounts receivable — net of allowances of $87 and $87						1,059						1,034
Due from related parties						121						150
Inventories
Finished goods						643						636
Work in process						222						201
Raw materials and supplies						224						229
Total inventories						1,089						1,066
Other current assets						754						731
Total current assets						3,583						3,859
Property, plant and equipment — net						1,543						1,326
Goodwill

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Solventum Corporation's ("Solventum," "we," "our," "us," or the "Company") condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the three months ended March 31, 2026 and 2025. For full understanding of the Company’s financial condition and results of operations, the discussion below should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, and particularly in Item 1A, “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. Amounts reported within this interim report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding. Additionally, certain columns and rows within tables may not sum due to rounding.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Solventum’s financial statements with a narrative from the perspective of management. Solventum’s MD&A is presented in the following sections:

• Overview

• Results of Operations

• Performance by Business Segment

• Financial Condition and Liquidity

Overview

Solventum is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs. We constantly seek to enable the improvement of standards of care and move healthcare forward with innovation powered by insights, clinical intelligence, technology, and manufacturing expertise. Our 70+ year history of discovering and innovating advanced solutions has helped us solve our customers’ toughest challenges and become a trusted partner.

Economic Environment - Tariffs

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 (the "IEEPA") 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. After the ruling, the U.S. President signed an Executive Order which implemented a new tariff under Section 122 authority.

On March 4, 2026, the U.S. Court of International Trade ruled that certain tariffs imposed under the IEEPA were unlawful and directed the U.S. Customs and Border Protection to refund the collected IEEPA tariffs. The administrative process for seeking refunds of IEEPA tariffs previously paid remains under development and 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. The U.S. Administration has signaled that further tariffs under new authority will be released in 2026. The Company will continue to monitor developments and will evaluate the effect of the ruling on future reporting periods as additional information becomes available.

Due to uncertainty around process, timing, and amount of any recovery, the Company has not recorded any potential benefit from a refund as of March 31, 2026.

Operating Segments and Sales Change Information

Solventum manages its operations in three reportable business segments: MedSurg, Dental Solutions, and Health Information Systems. On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. ("Buyer"). On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement 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

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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.

References are made to organic sales change, which is defined as the change in net sales, absent the separate impacts on sales from foreign currency translation and acquisitions, net of divestitures. Constant currency, as reflected in the tables below, is defined as the change in net sales absent the impact on sales from foreign currency translation. Other, as comprised in the tables below, includes acquisition and divestiture-related activities. Total Company divestiture impacts include lost sales from the Company’s Purification and Filtration business that was sold in September 2025. Solventum believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

Sales and operating income by business segment:

The following tables contain sales and operating results by business segment for all periods presented. The Company’s use of the term “NM” reflects results considered not material due to either not having material activity in comparable prior years or is not meaningful. Refer to the section entitled “—Performance by Business Segment” below for discussion of sales change and operating performance. Refer to Note 17 to the condensed consolidated financial statements for additional information on business segments.

Segment and Total Company Net Sales

						Three months ended March 31,												Increase/(Decrease)
(Millions)						2026						2025						Reported Growth						Currency Impact						Constant Currency						Other						Organic Growth
Segment Sales
Advanced Wound Care						$	497					$	448					10.9		%				2.6		%				8.3		%				6.2		%				2.1		%
Infection Prevention and Surgical Solutions						737						710						3.9						3.3						0.6						—						0.6
MedSurg						1,234						1,157						6.6						3.0						3.6						2.4						1.2
Dental Solutions						354						328						7.9						4.5						3.4						—						3.4
Health Information Systems						342						329						4.1						0.7						3.4						(1.3)						4.7
Purification and Filtration						—						180						NM						NM						NM						NM						NM
All Other						76						76						0.9						2.3						(1.4)						—						(1.4)
Total Company						$	2,007					$	2,070					(3.0)		%				2.7		%				(5.7)		%				(7.8) %						2.1		%

Segment and Total Company Operating Income

						Three months ended March 31,
(Millions)						2026						2025						2026 vs 2025 change
Segment Operating Income
MedSurg						$	161					$	206					(21.8)		%
Dental Solutions						87						78						10.8
Health Information Systems						130						109						19.9
Purification and Filtration						—						27						NM
All Other						12						11						2.3
Corporate and Unallocated						(309)						(279)						(10.5)
Total Company						$	81					$	152					(46.7)		%

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Net Sales by Geographic Area

While the Company manages its businesses globally and believes its business segment results are the most relevant measure of performance, the Company also utilizes geographic area data as a secondary performance measure. Sales are generally reported within the geographic area based on the location of the customer taking possession of the products or in which services are rendered.

Percent change information compares the three months ended March 31, 2026 with the same period for the prior year, unless otherwise indicated.

						Three months ended March 31, 2026
(Millions)						United States						International						Worldwide
Net sales						$	1,161					$	845					$	2,007
% of worldwide sales						57.9		%				42.1		%				100.0		%
Increase/(decrease)
Organic growth						4.4		%				(1.1)		%				2.1		%
Other						(2.5)						(13.9)						(7.8)
Constant currency						1.9						(15.0)						(5.7)
Currency impact						—						5.9						2.7
Reported growth						1.9		%				(9.1)		%				(3.0)		%

Additional information beyond what is included in the preceding table is as follows:

First quarter 2026 results:

• In the United States geographic area, both total sales and organic sales increased. Organic growth occurred across all segments, led by MedSurg and Health Information Systems. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025, partially offset by sales from the December 2025 Acera acquisition.

• In the International geographic area, both total sales and organic sales decreased. Organic growth in Dental Solutions was more than offset by decreases in both MedSurg and Health Information Systems. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025.

Managing currency risks

Refer to Note 11 to the condensed consolidated financial statements for additional details on the Company's hedging program.

Foreign currency had a positive worldwide impact on sales for the first quarter 2026 compared to the same period last year. Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $5 million for the three months ended March 31, 2026, respectively.

Financial condition

Refer to the section entitled “—Financial Condition and Liquidity” below for a discussion of items impacting cash flows.

Results of Operations

Net Sales

Refer to the preceding “—Overview” section and the “—Performance by Business Segment” section later in MD&A for discussion of sales change.

Operating Expenses

						Three months ended March 31,
(Percent of corresponding net sales)						2026						2025						Change
Cost of product						52.6		%				52.3		%				0.3		%
Cost of software and rentals						23.2						25.6						(2.4)

Cost of Product

Cost of product includes manufacturing, engineering and logistics costs. The Company operates a global supply chain and sourcing organization, including product sourced under master supply and transition manufacturing agreements with 3M. As a

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result, the Company is impacted by changes in the global regulatory and economic environment, including tariffs. The evolving regulatory and economic environment may impact our cost or ability to source products. To the extent possible the Company takes actions to offset these costs or identify alternative sources of supply.

Cost of product, measured as a percent of sales of product, increased in the first quarter of 2026 when compared to the first quarter of 2025. The increase was driven by increased costs due to the impact of higher sourcing costs, including tariffs which did not impact the first quarter of 2025. Higher costs were partially offset by the benefit from portfolio actions, including the sale of the Purification and Filtration business, and other cost savings initiatives.

Cost of Software and Rentals

Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment cost and logistics costs related to our hardware rental units.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first quarter of 2026 as compared to the same period last year due to the impact, driven by benefits from both price and product mix.

						Three months ended March 31,
(Percent of total net sales)						2026						2025						Change
Selling, general and administrative (SG&A)						41.2		%				37.1		%				4.1		%
Research and development (R&D)						9.4						9.3						0.1
Operating income						4.0						7.3						(3.3)

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in the first quarter of 2026 when compared to the same period last year. The increase was driven by higher costs associated with activities to separate operations from 3M and the cost of actions, net of savings from our Transform for the Future restructuring program.

Research and Development

R&D, measured as a percent of total net sales, was relatively flat in the first quarter of 2026 when compared to the same period last year. The increase was driven by additional amortization expense from the acquisition of Acera.

Interest Expense, Net and Other Expense (Income), Net

						Three months ended March 31,
(Millions)						2026						2025
Interest expense, net						$	62					$	104
Other expense (income), net						4						11

Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased for the three months ended March 31, 2026 as compared to the same period last year due to lower interest expense as a result of lower debt outstanding.

Other expense (income), net includes the non-service component of periodic pension cost, investment gains and losses, and foreign currency transaction gain (loss). Other expense (income), net decreased for the three months ended March 31, 2026 as compared to the same period last year primarily due to lower periodic pension costs and higher gains on investments.

Provision for (benefit from) Income Taxes:

						Three months ended March 31,
(Percent of pre-tax income/loss)						2026						2025
Effective tax rate						19.3		%				(262.1)		%

Refer to Note 8 to the condensed consolidated financial statements for further discussion of income taxes.

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Performance by Business Segment

Note 17 to the condensed consolidated financial statements provides an overview of Solventum’s reportable business segments. Upon closing the sale of our Purification and Filtration business, we primarily manage our operations in three business segments: MedSurg, Dental Solutions, and Health Information Systems. Our Chief Operating Decision Maker evaluates segment operating performance using net sales and business segment operating income.

All Other

All Other primarily consists of the Water Business that was retained after the sale of the Purification and Filtration Business. All Other also includes sales and cost of sales related to our agreements to supply 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included within Corporate and Unallocated.

Corporate and Unallocated

Certain items are maintained at the corporate level and not allocated to the segments ("Corporate and Unallocated"). Corporate and Unallocated primarily includes amortization of acquired intangible assets, restructuring and related charges, timing related benefits or costs associated with capitalized manufacturing variances, charges and recoveries related to certain litigation, transaction-related costs for acquisitions and divestitures and gains on sale of businesses. In addition, Corporate and Unallocated includes Spin-Off and separation related costs. Spin-Off and separation related costs include any costs incurred as part of our separation from 3M and costs to setup operations as a standalone company, including system implementations, manufacturing relocations, certain equity awards granted as part of the Spin-Off, profit mark-ups on transition service arrangements with 3M and other one-time costs. Corporate and Unallocated also includes income and costs related to transition service agreements entered into in connection with the sale of the Purification and Filtration business.

Because Corporate and Unallocated includes a variety of miscellaneous items, it is subject to fluctuation on a quarterly and annual basis.

Operating Business Segments

Information related to the Company’s segments is presented in the tables that follow with additional context in the corresponding narrative below the tables.

**MedSurg (**61.5% of consolidated sales for the three months ended March 31, 2026)

						Three months ended March 31,
(Millions)						2026						2025
Net sales						$	1,234					$	1,157
Increase/(decrease)
Organic growth						1.2		%				6.0		%
Other						2.4						(1.0)
Constant currency						3.6						5.0
Currency impact						3.0						(1.6)
Reported growth						6.6		%				3.4		%
Business segment operating income						$	161					$	206
Percent change						(21.8)		%				(6.6)		%
Percent of sales						13.1		%				17.8		%

First quarter 2026 results:

Sales in MedSurg were up 6.6%:

• Organic growth was primarily driven by volume growth in I.V. site management products, including Tegaderm CHG, within our Infection Prevention and Surgical Solutions business. Advanced Wound Care business growth was driven by negative pressure wound therapy and advanced skin care. Growth was partially offset by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.

• Foreign currency translation positively impacted sales by 3.0%.

Business segment operating income margin decreased when compared to the same period last year. The decrease was primarily driven by the impact of higher product costs due to tariffs and other inflation, including freight. These additional costs were partly offset by savings programs, including Transform for the Future benefits.

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**Dental Solutions (**17.6% of consolidated sales for the three months ended March 31, 2026)

						Three months ended March 31,
(Millions)						2026						2025
Net sales						$	354					$	328
Increase/(decrease)
Organic growth						3.4		%				0.4		%
Other						—						(0.6)
Constant currency						3.4						(0.2)
Currency impact						4.5						(1.9)
Reported growth						7.9		%				(2.1)		%
Business segment operating income						$	87					$	78
Percent change						10.8		%				(28.6)		%
Percent of sales						24.5		%				23.9		%

First quarter 2026 results:

Sales in Dental Solutions were up 7.9%:

• Organic growth in restorative and prevention solutions was partially offset by a decrease in orthodontics solutions. Both volume and price contributed to growth, led by new products launched in the prior year.

• Foreign currency translation positively impacted sales by 4.5%.

Business segment operating income margin increased when compared to the same period last year as benefits from price, volume and savings programs, including Transform for the Future, were partially offset by tariffs and inflation.

**Health Information Systems (**17.0% of consolidated sales for the three months ended March 31, 2026)

						Three months ended March 31,
(Millions)						2026						2025
Net sales						$	342					$	329
Increase/(decrease)
Organic growth						4.7		%				3.9		%
Other						(1.3)						—
Constant currency						3.4						3.8
Currency impact						0.7						(0.3)
Reported growth						4.1		%				3.6		%
Business segment operating income						$	130					$	109
Percent change						19.9		%				8.0		%
Percent of sales						38.1		%				33.1		%

First quarter 2026 results:

Sales in Health Information Systems were up 4.1%:

• Organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and Performance Management Solutions.

• Clinician productivity solutions declined primarily due to impacts from changing market conditions.

• Foreign currency translation positively impacted sales by 0.7%.

Business segment operating income margin increased when compared to the same period last year, driven by price, favorable mix and savings from Transform for the Future.

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Financial Condition and Liquidity

Solventum's principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations, and access to both our revolving credit facility and commercial paper program, which the Company believes will satisfy our foreseeable operating needs, capital expenditures, and debt service requirements. Discretionary cash may be allocated to strategic acquisitions, share repurchases, or repayment of debt obligations. The Company's cash position reflects business results and a global cash management strategy that leverages liquidity management along with analyzing economic factors and tax considerations.

Debt and Credit Facilities

Refer to Note 9 of the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information on the Company's long-term debt and short-term borrowings.

The Company had approximately $90 million and $82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at March 31, 2026 and December 31, 2025, respectively. These instruments are utilized in connection with normal business activities.

Commercial Paper

On March 4, 2024, the Company entered into a commercial paper program that allows it to issue up to $2.0 billion aggregate principal amount of short-term notes to finance short-term liabilities. Any such issuance will mature within 364 days from date of issue. There was no commercial paper outstanding as of March 31, 2026.

Cash, cash equivalents and marketable securities

As of March 31, 2026, Solventum had $561 million of cash and cash equivalents, of which approximately $488 million was held by the Company’s foreign subsidiaries and approximately $73 million was held in the United States. These balances are invested in bank instruments and other high-quality fixed income securities. As of December 31, 2025, Solventum had $878 million of cash and cash equivalents, of which approximately $800 million was held by the Company’s foreign subsidiaries and $78 million was held in the United States. There were immaterial amounts of marketable securities at both March 31, 2026 and December 31, 2025.

Cash Flows

Cash flows from operating, investing and financing activities are provided in the table that follows. Individual amounts in the condensed consolidated statements of cash flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows. Thus, the amounts presented in the following operating, investing and financing activities table reflect changes in balances from period to period adjusted for these effects.

						Three months ended March 31,
(Millions)						2026						2025
Cash provided by (used in):
Operating activities						$	(189)					$	29
Investing activities						(77)						(114)
Financing activities						(50)						(139)
Effect of exchange rate changes on cash and cash equivalents						(2)						1
Net increase (decrease) in cash and cash equivalents						$	(318)					$	(223)

Operating Activities

In the first three months of 2026, cash flows used in operating activities increased compared to the first three months of 2025 primarily due higher payments for annual incentive compensation and payments made in connection with the exit of certain transition agreements with 3M.

Investing Activities

In the first three months of 2026, cash flows used in investing activities decreased compared to the first three months of 2025 primarily due to capital spending related to the Purification and Filtration business that was included in the prior year comparable period.

Financing Activities

In the first three months of 2026, cash flows used in financing activities decreased as compared to the first three months of 2025, due to a net benefit from debt issuance and repayment activity, partially offset by cash outflows related to the Company's share repurchase program.

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In November 2025, Solventum's Board of Directors approved a share repurchase program, which authorizes the Company to purchase up to $1 billion of the Company's outstanding common stock. Under this program, the Company repurchased 922,636 shares of its common stock for total consideration of $67 million through open market repurchases during the three months ended March 31, 2026. There were no repurchases made under this program in 2025.

Material Cash Requirements from Known Contractual and Other Obligations:

Solventum’s material cash requirements from known contractual and other obligations primarily relate to the following, for which information on both a short-term and long-term basis is provided in the indicated notes to the condensed consolidated financial statements:

• Tax obligations—Refer to Note 8 to the condensed consolidated financial statements.

• Debt—Refer to Note 9 to the condensed consolidated financial statements.

• Commitments and contingencies—Refer to Note 12 to the condensed consolidated financial statements.

Solventum purchases the majority of its materials and services as needed, with no unconditional commitments. In limited circumstances, in the normal course of business, the Company enters into unconditional purchase obligations with various vendors that may take the form of, for example, take or pay contracts in which the Company guarantees payment to ensure availability of certain materials or services or to ensure ongoing efforts on capital projects. Additionally, the Company enters into contractual obligations for cloud storage solutions, enterprise resource planning and other IT-related services. The Company expects to receive underlying materials or services for these purchase obligations. To the extent these purchase obligations fluctuate, it largely trends with normal-course changes in regular operating activities. Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.

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Cautionary Note Concerning Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, other materials Solventum has filed or will file with the SEC, and oral communications that Solventum may make, contain statements that relate to future events and expectations. Any such statements that are not statements of historical fact are “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934, and involve risk and uncertainties. Forward-looking statements include those containing such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would” or other words of similar meaning.

Forward-looking statements include statements that reflect Solventum’s expectations, assumptions, estimates, or projections about the future and include, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Solventum’s strategy for growth, future product development, regulatory clearances and approvals, competitive position and expenditures. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Although Solventum believes that the expectations reflected in any forward-looking statements it makes are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:

• the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, global conflicts, public health crises, and other events beyond Solventum’s control;

• risks associated with market volatility, including potential inflationary pressures and uncertainty regarding tariffs and trade measures;

• operational execution risks;

• damage to our reputation or our brands;

• risks from acquisitions, strategic alliances, divestitures and other strategic events, including the divestiture of our Purification and Filtration business;

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

• Solventum’s ability to access the capital and credit markets 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;

• reduction in customers’ research budgets or government funding;

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

• ongoing working relationships with certain key healthcare professionals;

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

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

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

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

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

• risks associated with product liability claims;

• climate change and measures to address climate change;

• security breaches, cyber attacks or incidents, and other disruptions to information technology infrastructure;

• risks related to the deployment of artificial intelligence or other emerging technologies;

• Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property rights;

• pension and postretirement obligation liabilities;

• any failure by 3M to perform any of its obligations under the various separation agreements in connection with the Spin-Off;

• any failure to realize the expected benefits of the Spin-Off;

• Solventum’s ability to execute on its short- and long- range plans and capital allocation strategies;

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

• financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness;

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

• the impact of the Spin-Off on Solventum's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on Solventum's resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties; and

• such other risks and uncertainties described more fully in documents filed with or furnished to the SEC from time to time, including the risk factors discussed in Solventum’s Annual Report on Form 10-K for the year ended December 31, 2025.

The above list is not exhaustive or necessarily set forth in the order of importance. Forward-looking statements are based on certain assumptions and expectations of future events and trends, and actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors.

Important information as to these factors can be found in this document, including, among others, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings of “Overview,” “Financial Condition and Liquidity” and annually in “Critical Accounting Estimates.” Discussion of these factors is incorporated by reference from Part II, Item 1A, “Risk Factors,” of this document, and should be considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 8-K filed with the SEC from time to time and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. Any forward-looking statement speaks only as of the date on which it is made, and Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Foreign Currency Exchange Rate Risks:

Solventum faces transactional exchange rate risk from transactions with customers in countries outside the United States and from intercompany transactions between affiliated entities. Foreign currency exchange rates and fluctuations in those rates may cause fluctuations in cash flows related to foreign denominated transactions. The Company is also exposed to the translation of foreign currency earnings to the U.S. dollar.

Interest Rates Risk:

Solventum manages interest rate risk and expense using a mix of fixed and floating rate debt. In addition, the Company may enter into interest rate swaps that are designated and qualify as fair value hedges. The Company's interest rate sensitivity analysis includes the impact of interest rate changes on its floating-rate notes, interest rate swap agreements, and cash balances.

Commodity Prices Risk:

Solventum manages commodity price risks through negotiated supply contracts and price protection agreements. The Company does not participate in material commodity hedging activity.

Evaluation of Disclosure Controls and Processes

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls Over Financial Reporting

During the quarter ended March 31, 2026, we completed the second phase of the implementation of our new SAP enterprise resource planning system, which primarily consisted of deployments within certain operations in Europe and China. This implementation included changes to certain financial processes and related internal controls. We are continuing to evaluate and monitor the impact of these changes on our processes, procedures and internal control over financial reporting. There have been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2026

PART II. Other Information

Item 1. Legal Proceedings

Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 12, “Commitments and Contingencies,” of this document, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”

There have been no material changes to the risk factors as disclosed in our 2025 Annual Report on Form 10-K.

Discussion of these factors is incorporated by reference into and considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

The following table summarizes the Company's stock repurchase activity for the three months ended March 31, 2026:

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (1)
January 2, 2026 through January 29, 2026						198,772						$	80.48					198,772						$	984,002,283
January 30, 2026 through February 26, 2026						254,066						75.93						254,066						964,711,087
February 28, 2026 through March 30, 2026						469,798						67.33						469,798						933,081,682
Total						922,636						$	72.53					922,636						$	933,081,682

1 In November 2025, the Board of Directors approved of a stock repurchase program providing up to $1.0 billion of repurchases of the Company's common stock. There is no specific time period associated with these repurchases.

Item 3. Defaults Upon Senior Securities

No matters require disclosure.

Item 4. Mine Safety Disclosures

Not applicable.

Insider Trading Arrangements and Policies

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement" or “non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Availability of Information

Solventum’s website address is www.solventum.com. Investors and others should note that the Company announces material information to its investors using SEC filings, press releases, its investor relations website, public conference calls, webcasts and certain social media channels, including the following LinkedIn accounts: https://www.linkedin.com/in/bryanchanson/, and https://www.linkedin.com/in/wayde-mcmillan-9b233b33/. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues and for complying with its disclosure obligations under Regulation FD. The information on, or that may be accessed through, Solventum’s website is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered a part of this Quarterly Report on Form 10-Q.

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

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

(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.
(101.INS)			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
(101.SCH)			Inline XBRL Taxonomy Extension Schema Document
(101.CAL)			Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)			Inline XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)			Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)			Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104)			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SOLVENTUM CORPORATION

(Registrant)

Date: May 5, 2026
			By			/s/ Wayde McMillan
						Wayde McMillan,
			Executive Vice President and Chief Financial Officer (Mr. McMillan is a Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.)