Solventum 10-Q 2026-06-30

Filed 2026-08-05. 8 sections, 204K characters. Original on sec.gov · Markdown · JSON

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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 June 30, 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)

Delaware92-2008841
(State or other jurisdiction of incorporation)(IRS Employer Identification No.)
1750 Yankee Doodle Road, Eagan, Minnesota55121
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.01 Per ShareSOLVNew 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.

ClassOutstanding at July 31, 2026
Common Stock, $0.01 par value per share170,223,729

SOLVENTUM CORPORATION

Form 10-Q for the period ended June 30, 2026

TABLE OF CONTENTSPAGE
PART I. Financial Information3
Item 1. Financial Statements3
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 Policies8
NOTE 2. Revenue Recognition9
NOTE 3. Acquisitions and Divestitures9
NOTE 4. Goodwill and Intangible Assets10
NOTE 5. Supplemental Financial Information10
NOTE 6. Property, Plant, and Equipment - Net12
NOTE 7. Supplemental Equity and Comprehensive Income Information12
NOTE 8. Income Taxes14
NOTE 9. Long-Term Debt and Short-Term Borrowings14
NOTE 10. Pension and Postretirement Benefit Plans15
NOTE 11. Derivatives16
NOTE 12. Commitments and Contingencies18
NOTE 13. Restructuring21
NOTE 14. Earnings Per Share22
NOTE 15. Stock-Based Compensation23
NOTE 16. Related Parties24
NOTE 17. Business Segments24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Overview27
Results of Operations31
Performance by Business Segment32
Financial Condition and Liquidity35
Cautionary Note Concerning Forward Looking Statements37
Item 3. Quantitative and Qualitative Disclosures About Market Risk38
Item 4. Controls and Procedures38
PART II. Other Information40
Item 1. Legal Proceedings40
Item 1A. Risk Factors40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds40
Item 3. Defaults Upon Senior Securities41
Item 4. Mine Safety Disclosures41
Item 5. Other Information41
Item 6. Exhibits41

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2026

PART I. Financial Information

Item 1. Financial Statements

Solventum Corporation

Condensed Consolidated Statements of Income (Unaudited)

Three months ended June 30,Six months ended June 30,
(Millions, except per share data)2026202520262025
Net sales of product$1,698$1,668$3,211$3,265
Net sales of software and rentals5114931,005966
Total net sales2,2092,1614,2164,231
Cost of product8078651,6031,700
Cost of software and rentals116121231242
Gross profit1,2861,1752,3822,289
Selling, general and administrative expenses9277721,7541,541
Research and development expenses178189367381
Operating income181214262367
Interest expense, net64103125207
Other expense (income), net981319
Income before income taxes108103123141
Provision for (benefit from) income taxes151319(86)
Net income$92$90$105$227
Earnings per share:
Basic earnings per share$0.53$0.52$0.60$1.31
Diluted earnings per share0.530.510.601.30
Weighted-average number of shares outstanding:
Basic172.7174.1173.5173.9
Diluted173.3175.2174.4175.0

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

Solventum Corporation

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

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Net income$92$90$105$227
Other comprehensive income (loss), net of tax:
Cumulative translation adjustment(14)284(78)438
Defined benefit pension and postretirement plans12122326
Cash flow hedging instruments4(28)11(39)
Total other comprehensive income (loss), net of tax2268(43)425
Comprehensive income (loss)$94$358$62$652

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

Solventum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

June 30,December 31,
(Millions, except share information)20262025
Assets
Current assets
Cash and cash equivalents$403$878
Accounts receivable — net of allowances of $82 and $871,3101,034
Due from related parties122150
Inventories
Finished goods573636
Work in process218201
Raw materials and supplies249229
Total inventories1,0401,066
Other current assets865731
Total current assets3,7413,859
Property, plant and equipment — net1,5651,326
Goodwill5,626

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Solventum Corporation's ("Solventum," "we," "our," "us," or the "Company") condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the three and six months ended June 30, 2026 and 2025. For full understanding of the Company’s financial condition and results of operations, the discussion below should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, and particularly in Item 1A, “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K.

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

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

  • Overview

  • Results of Operations

  • Performance by Business Segment

  • Financial Condition and Liquidity

Overview

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

Separation of Health Information Systems Business

On August 5, 2026, the Company announced its intention to pursue a separation of its Health Information Systems business as part of the company's ongoing portfolio optimization strategy. The company will evaluate a range of separation pathways with the objective of maximizing shareholder value that position both businesses for long-term success, accelerated innovation and enhanced growth opportunities.

Economic Environment - Tariffs

In 2025, the United States government announced tariffs on imported goods from certain countries. In response, some of those countries threatened or imposed retaliatory tariffs and other measures. On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (the "IEEPA") does not provide authority for the President to impose tariffs. During 2025, certain tariffs that impacted us were imposed under this statute pursuant to presidential executive order, which are expected to be fully refunded. The U.S. has subsequently implemented new tariffs under different authorities, including Sections 122, 301, 338 and 232. The Company will continue to monitor developments.

IEEPA tariff refunds are accounted for as a gain contingency and are recognized in the financial statements when fully realized or realizable. Refunds attributed to inventory previously sold are recorded as a reduction to cost of product and refunds attributed to hardware units are recorded as a reduction to carrying value of the capitalized assets.

In April 2026, the U.S. Customs and Border Protection ("CBP") agency formalized a process for refunds. In June 2026, the Company submitted requests for refunds that were accepted by the CBP totaling approximately $120 million, including interest. The Company recognized a corresponding receivable for this amount within the condensed consolidated financial statements as of June 30, 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 (as amended, the "Agreement"), to exclude the Company’s drinking water filtration business (the "Water Business") from the scope of the Purification and Filtration business to be acquired by Buyer (such acquired business, the "Business"). On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement. The cash consideration paid to Solventum at closing was approximately $4 billion.

During the second quarter 2026, the Company benefited from advanced customer ordering in connection with the Company's July 2026 U.S. enterprise resource planning ("ERP") deployment. Sales growth for the three months ended June 30, 2026 benefited by approximately $125 million due to these advanced orders. The Company anticipates that sales in the third quarter of 2026 will be negatively impacted as customers reduce inventory to normal levels.

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 June 30,Increase/(Decrease)
(Millions)20262025Reported GrowthCurrency ImpactConstant CurrencyOtherOrganic Growth
Segment Sales
Advanced Wound Care$537$46714.9%1.0%13.9%6.8%7.1%
Infection Prevention and Surgical Solutions83675011.31.210.1—10.1
MedSurg1,3721,21812.71.111.62.78.9
Dental Solutions39633817.01.815.2—15.2
Health Information Systems3543394.40.24.2(1.2)5.4
Purification and Filtration—189NMNMNMNMNM
All Other877711.81.210.6—10.6
Total Company$2,209$2,1612.2%1.0%1.2%(8.3) %9.5%
Six months ended June 30,Increase/(Decrease)
(Dollars in millions)20262025Reported GrowthCurrency ImpactConstant CurrencyOtherOrganic Growth
Segment Sales
Advanced Wound Care$1,034$91512.9%1.7%11.2%6.6%4.6%
Infection Prevention and Surgical Solutions1,5731,4607.72.25.5—5.5
MedSurg2,6072,3759.72.07.72.65.1
Dental Solutions75066712.53.19.4—9.4
Health Information Systems6966674.30.53.8(1.3)5.1
Purification and Filtration—369NMNMNMNMNM
All Other1631536.41.74.7—4.7
Total Company$4,216$4,231(0.4)%1.8%(2.2)%(8.0) %5.8%

Segment and Total Company Operating Income

Three months ended June 30,
(Millions)202620252026 vs 2025 change
Segment Operating Income
MedSurg$355$21068.7%
Dental Solutions1319635.7
Health Information Systems14512020.9
Purification and Filtration—43NM
All Other198131.4
Corporate and Unallocated(469)(263)(77.5)
Total Company$181$214(15.8)%
Six months ended June 30,
(Dollars in millions)202620252026 vs 2025 change
Segment Operating Income
MedSurg$516$41623.9%
Dental Solutions21817524.5
Health Information Systems27622920.4
Purification and Filtration—70NM
All Other301955.4
Corporate and Unallocated(778)(543)(43.0)
Total Company$262$367(28.6)%

Net Sales by Geographic Area

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

Percent change information compares the three and six months ended June 30, 2026 with the same period for the prior year, unless otherwise indicated.

Three months ended June 30, 2026
(Millions)United StatesInternationalWorldwide
Net sales$1,313$896$2,209
% of worldwide sales59.4%40.6%100.0%
Increase/(decrease)
Organic growth13.5%4.1%9.5%
Other(3.1)(14.2)(8.3)
Constant currency10.4(10.1)1.2
Currency impact—2.31.0
Reported growth10.4%(7.8)%2.2%
Six months ended June 30, 2026
(Millions)United StatesInternationalWorldwide
Net sales (millions)$2,474$1,741$4,216
% of worldwide sales58.7%41.3%100.0%
Increase/(decrease)
Organic growth9.0%1.6%5.8%
Other(2.8)(14.1)(8.0)
Constant currency6.2(12.5)(2.2)
Currency impact—4.11.8
Reported growth6.2%(8.4)%(0.4)%

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

Second 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 Dental Solutions, partly driven by advanced customer ordering in connection with the Company's ERP deployment. 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, total sales decreased while organic sales increased. Organic growth occurred across all segments, led by Dental Solutions and MedSurg. Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025.

First six months 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 Dental Solutions, partly driven by advanced customer ordering in connection with the Company's ERP deployment. 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, total sales decreased while organic sales increased. Organic growth was led by Dental Solutions and MedSurg, while Health Information Systems was flat. 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 second 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 and $10 million for the three and six months ended June 30, 2026, respectively.

Financial condition

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

Results of Operations

Net Sales

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

Operating Expenses

Three months ended June 30,Six months ended June 30,
(Percent of corresponding net sales)20262025Change20262025Change
Cost of product47.5%51.9%(4.4)%49.9%52.1%(2.2)%
Cost of software and rentals22.724.5(1.7)23.025.1(2.1)

Cost of Product

Cost of product includes manufacturing, engineering and logistics costs. The Company operates a global supply chain and sourcing organization, including product sourced under master supply and transition manufacturing agreements with 3M. As a result, the Company is impacted by changes in the global regulatory and economic environment, including tariffs. The evolving regulatory and economic environment may impact our cost or ability to source products. To the extent possible the Company takes actions to offset these costs or identify alternative sources of supply.

Cost of product, measured as a percent of sales of product, decreased in both the second quarter and first six months of 2026 as compared to the same periods last year. The decrease was primarily driven by IEEPA tariff refunds and the benefit from programmatic savings programs, partially offset by inflation and tariff costs, which had minor impacts in both the second quarter and first six months of 2025.

Cost of Software and Rentals

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

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

Three months ended June 30,Six months ended June 30,
(Percent of total net sales)20262025Change20262025Change
Selling, general and administrative (SG&A)42.0%35.7%6.2%41.6%36.4%5.2%
Research and development (R&D)8.18.7(0.7)8.79.0(0.3)
Operating income8.29.9(1.7)6.28.7(2.5)

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in both the second quarter and first six months of 2026 when compared to the same period last year. The increase was driven by accrued legal expenses, partially offset by insurance recoveries, and higher costs associated with activities to separate operations from 3M.

Research and Development

R&D, measured as a percent of total net sales, decreased in both the second quarter and first six months of 2026 when compared to the same period last year. The decrease was driven by the impact of higher sales in advance of the ERP deployment and higher capitalized software development costs, partially offset by additional amortization expense from the acquisition of Acera.

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

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Interest expense, net$64$103$125$207
Other expense (income), net98$13$19

Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities. Interest expense, net decreased for both the three and six months ended June 30, 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 increased slightly for the three months ended June 30, 2026 as compared to the same period last year primarily due to higher foreign currency transaction losses mostly offset by lower periodic pension costs and losses on investments in the prior year. Other expense (income), net decreased for the six months ended June 30, 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 June 30,Six months ended June 30,
(Percent of pre-tax income/loss)2026202520262025
Effective tax rate14.4%12.5%15.0%(61.0)%

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

Performance by Business Segment

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

All Other

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

Corporate and Unallocated

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

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

Operating Business Segments

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

**MedSurg (**62.1% and 61.8% of consolidated sales for the three and six months ended June 30, 2026)

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Net sales$1,372$1,218$2,607$2,375
Increase/(decrease)
Organic growth8.9%3.9%5.1%4.9%
Other2.7—2.6(0.5)
Constant currency11.63.97.74.4
Currency impact1.10.92.0(0.3)
Reported growth12.7%4.8%9.7%4.1%
Business segment operating income$355$210$516$416
Percent change68.7%(1.9)%23.9%(4.4)%
Percent of sales25.8%17.3%19.8%17.5%

Second quarter 2026 results:

Sales in MedSurg were up 12.7%:

  • Organic growth was impacted by approximately $85 million or 7.0% due to advanced order timing ahead of the Company's U.S. ERP deployment. In addition, growth was driven by volume 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. Growth was partially offset by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.

  • Other includes sales from the Company's December 2025 acquisition of Acera.

  • Foreign currency translation positively impacted sales by 1.1%

Business segment operating income margin increased when compared to the same period last year. The increase was primarily driven by recognition of receivables for IEEPA tariff refunds and cost savings programs, including Transform for the Future benefits. These increases were partially offset by higher product costs due to tariffs and other inflation, including freight.

First six months 2026 results:

Sales in MedSurg were up 9.7%:

  • Organic growth was impacted by approximately $85 million or 3.6% due to advanced order timing ahead of the Company's U.S. ERP deployment. In addition, growth was driven by volume 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. Growth was partially offset by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.

  • Other includes sales from the Company's December 2025 acquisition of Acera.

  • Foreign currency translation positively impacted sales by 2.0%.

Business segment operating income margin increased when compared to the same period last year. The increase was primarily driven by recognition of receivables for IEEPA tariff refunds and cost savings programs, including Transform for the Future benefits. These increases were partially offset by higher product costs due to tariffs and other inflation, including freight.

**Dental Solutions (**17.9% and 17.8% of consolidated sales for the three and six months ended June 30, 2026)

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Net sales$396$338$750$667
Increase/(decrease)
Organic growth15.2%0.7%9.4%0.6%
Other———(0.3)
Constant currency15.20.69.40.3
Currency impact1.81.63.1(0.2)
Reported growth17.0%2.3%12.5%0.1%
Business segment operating income$131$96$218$175
Percent change35.7%3.2%24.5%(13.8)%
Percent of sales33.0%28.5%29.0%26.2%

Second quarter 2026 results:

Sales in Dental Solutions were up 17.0%:

  • Organic growth was impacted by approximately $35 million or 10.4% due to advanced order timing ahead of the Company's U.S. ERP deployment. In addition, organic growth was driven by both restorative and prevention solutions and orthodontics solutions. Both volume and price contributed to growth, led by new products launched in the prior year.

  • Foreign currency translation positively impacted sales by 1.8%.

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

First six months 2026 results:

Sales in Dental Solutions were up 12.5%:

  • Organic growth was impacted by approximately $35 million or 5.2% due to advanced order timing ahead of the Company's U.S. ERP deployment. In addition, organic growth was driven by both restorative and prevention solutions and orthodontics solutions. Both volume and price contributed to growth, led by new products launched in the prior year.

  • Foreign currency translation positively impacted sales by 3.1%.

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

**Health Information Systems (**16.0% and 16.5% of consolidated sales for the three and six months ended June 30, 2026)

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Net sales$354$339$696$667
Increase/(decrease)
Organic growth5.4%3.2%5.1%3.5%
Other(1.2)—(1.3)—
Constant currency4.23.23.83.5
Currency impact0.20.20.5—
Reported growth4.4%3.4%4.3%3.5%
Business segment operating income$145$120$276$229
Percent change20.9%8.1%20.4%8.0%
Percent of sales41.0%35.5%39.6%34.3%

Second quarter 2026 results:

Sales in Health Information Systems were up 4.4%:

  • 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 0.2%.

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.

First six months 2026 results:

Sales in Health Information Systems were up 4.3%:

  • Positive organic growth was driven by continued adoption of our Solventum™ 360 EncompassTM and performance management solutions.

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

  • Foreign currency translation positively impacted sales by 0.5%.

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

Financial Condition and Liquidity

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

Debt and Credit Facilities

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

The Company had approximately $93 million and $82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at June 30, 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 the date of issue. There was no commercial paper outstanding as of June 30, 2026 or December 31, 2025.

Cash, cash equivalents and marketable securities

As of June 30, 2026, Solventum had $403 million of cash and cash equivalents, of which approximately $291 million was held by the Company’s foreign subsidiaries and approximately $112 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 June 30, 2026 and December 31, 2025.

Cash Flows

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

Six months ended June 30,
(Millions)20262025
Cash provided by (used in):
Operating activities$38$198
Investing activities(164)(224)
Financing activities(350)(249)
Effect of exchange rate changes on cash and cash equivalents17
Net increase (decrease) in cash and cash equivalents$(475)$(268)

Operating Activities

In the first six months of 2026, cash flows provided by operating activities decreased compared to the first six months of 2025 primarily due to 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 six months of 2026, cash flows used in investing activities decreased compared to the first six 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 six months of 2026, cash flows used in financing activities increased as compared to the first six months of 2025, due to cash outflows related to the Company's share repurchase program, partially offset by proceeds from debt issuance.

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 3.9 million and 4.8 million shares of its common stock for total consideration of approximately $288 million and $355 million through open market repurchases during the three and six months ended June 30, 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, they largely trend with normal-course changes in regular operating activities. Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.

Cautionary Note Concerning Forward Looking Statements

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

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

  • whether Solventum will be able to identify or develop any strategic alternatives for Solventum's health information systems business and its ability to execute on material aspects and achieve any of the anticipated potential benefits of any such strategic alternatives;

  • the occurrence of any event, change or other circumstances that could give rise to the abandonment of the review of strategic alternatives for the health information systems business or pursuit of a different structure or strategic alternative for that business;

  • uncertainties as to the timing of the review of strategic alternatives for the health information systems business;

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

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

  • operational execution risks;

  • damage to our reputation or our brands;

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

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

  • Solventum’s ability to access the capital and credit markets, changes in Solventum’s credit ratings, or potential amendments, refinancings or other modifications of our credit arrangements and the availability and terms of future financing;

  • exposure to interest rate and currency risks;

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

  • reduction in customers’ research budgets or government funding;

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

  • ongoing working relationships with certain key healthcare professionals;

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

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

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

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

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

  • risks associated with product liability claims;

  • climate change and measures to address climate change;

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

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

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

  • pension and postretirement obligation liabilities;

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

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

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

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

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

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

  • 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Risks:

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

Interest Rate Risk:

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

Commodity Price Risk:

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Processes

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

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls Over Financial Reporting

During the quarter ended 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.

SOLVENTUM CORPORATION

FORM 10-Q

For the Quarterly Period Ended June 30, 2026

PART II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the factors set forth under the caption "Cautionary Note Concerning Forward-Looking Statements" set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risk factor set forth below updates, and should be read in conjunction with, the risk factors disclosed in such Annual Report on Form 10-K. Other than the risk factor set forth below, we believe there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

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

Risks related to Solventum’s review of strategic alternatives for its health information system business

We are evaluating strategic alternatives for our health information systems business. The review may not result in the identification or implementation of a strategic alternative, and any alternative that is pursued may not be completed within any given timeframe or at all. We may be unable to successfully execute any strategic alternative or realize any or all strategic, operational, or financial benefits. The review process may also create uncertainty to our customers, employees and other constituencies or counterparties and divert management attention from ongoing operations. We may incur costs and expenses in connection with the review process, whether or not a transaction is successful. In addition, we may determine to abandon the review, pursue a different structure, or take no action. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

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

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

Issuer Purchases of Equity Securities

The following table summarizes the Company's stock repurchase activity for the three months ended June 30, 2026:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs (1)
March 31, 2026 through April 29, 2026403,691$66.95403,691$906,056,102
April 30, 2026 through May 28, 20262,206,52074.522,206,520741,619,826
May 29, 2026 through June 29, 20261,243,50177.571,243,501645,158,455
Total3,853,712$74.713,853,712$645,158,455

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.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the three months ended June 30, 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.

Item 6. Exhibits

(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.
(10.1)Solventum Executive Severance Plan (incorporated by reference to Exhibit 10.1 from Solventum's Form 8-K, filed May 27, 2026)
(10.2)Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement Two-Year Cliff Vesting (filed herewith)
(10.3)Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement Two-Year Ratable Vesting (filed herewith)
(10.4)Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement Three-Year Ratable Vesting (filed herewith)

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: August 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.)