Item 1. Financial Statements

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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
Goodwill5,6265,704
Intangible assets — net2,4082,592
Other assets904814
Total assets$14,243$14,294
Liabilities
Current liabilities
Short-term borrowings and current portion of long-term debt$506$—
Accounts payable701687
Due to related parties331435
Unearned revenue596621
Other current liabilities1,5281,393
Total current liabilities3,6633,136
Long-term debt4,5735,035
Pension and postretirement benefits358363
Deferred income taxes157164
Finance leases207—
Other liabilities486547
Total liabilities$9,443$9,245
Commitments and contingencies (Note 12)
Equity
Common stock, par value $0.01 per share, 750,000,000 shares authorized$2$2
Shares - June 30, 2026: issued: 174,889,899; outstanding: 170,113,551
Shares - December 31, 2025: issued and outstanding: 173,490,864
Additional paid-in-capital3,9193,876
Retained earnings1,9021,797
Treasury stock, at cost(355)—
Shares - June 30, 2026: 4,776,348
Shares - December 31, 2025: 0
Accumulated other comprehensive income (loss)(669)(625)
Total equity4,8005,049
Total liabilities and equity$14,243$14,294

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

Solventum Corporation

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended June 30, 2026 and June 30, 2025

Common StockTreasury Stock
(Millions)SharesPar ValueSharesAmountAdditional Paid-In-CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance at March 31, 2026174$21$(67)$3,895$1,810$(670)$4,969
Net income—————92—92
Other comprehensive income (loss), net of tax——————22
Stock-based compensation————36——36
Issuance of shares under equity awards, net of shares withheld for taxes1———(12)——(12)
Purchase of treasury stock——4(288)———(288)
Balance at June 30, 2026175$25$(355)$3,919$1,902$(669)$4,800
Balance at March 31, 2025173$2—$—$3,781$378$(899)$3,262
Net income—————90—90
Other comprehensive income (loss), net of tax——————268268
Net transfers to 3M————1——1
Stock-based compensation————34——34
Issuance of shares under equity awards, net of shares withheld for taxes————(10)——(10)
Balance at June 30, 2025173$2—$—$3,806$468$(631)$3,645

Six Months Ended June 30, 2026 and June 30, 2025

Common StockTreasury Stock
(Millions)SharesPar ValueSharesAmountAdditional Paid-In-CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Total
Balance at December 31, 2025173$2—$—$3,876$1,797$(625)$5,049
Net income—————105—105
Other comprehensive income (loss), net of tax——————(43)(43)
Net transfers to 3M————2——2
Stock-based compensation————85——85
Issuance of shares under equity awards, net of shares withheld for taxes1———(44)——(44)
Purchase of treasury stock——5(355)———(355)
Balance at June 30, 2026175$25$(355)$3,919$1,902$(669)$4,800
Balance at December 31, 2024173$2—$—$3,771$242$(1,056)$2,959
Net income—————227—227
Other comprehensive income (loss), net of tax——————425425
Net transfers to 3M————(30)——(30)
Stock-based compensation————83——83
Issuance of shares under equity awards, net of shares withheld for taxes————(18)——(18)
Balance at June 30, 2025173$2—$—$3,806$468$(631)$3,645

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

Solventum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six months ended June 30,
(Millions)20262025
Cash Flows from Operating Activities
Net income$105$227
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization268251
Pension and postretirement benefits2732
Stock-based compensation expense8983
Deferred income taxes(88)(177)
Changes in assets and liabilities
Accounts receivable(286)(15)
Due from related parties274
Inventories18(77)
Accounts payable2623
Due to related parties(117)(6)
Accrued compensation(101)(47)
All other operating activities — net68(100)
Net cash provided by operating activities38198
Cash Flows from Investing Activities
Purchases of property, plant and equipment(167)(219)
Other — net3(5)
Net cash used in investing activities(164)(224)
Cash Flows from Financing Activities
Repayment of debt—(200)
Proceeds from debt, net of issuance costs46—
Net transfers from (to) 3M2(30)
Purchases of treasury stock(355)—
Other — net(44)(19)
Net cash used in financing activities(350)(249)
Effect of exchange rate changes on cash and cash equivalents17
Net increase (decrease) in cash and cash equivalents(475)(268)
Cash and cash equivalents at beginning of period878762
Less: cash and cash equivalents held for sale—(2)
Cash and cash equivalents at end of period$403$492
Supplemental Cash Flow Information
Non-cash investing and financing activity:
Right-of-use assets obtained in exchange for finance lease liability$204$—

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

Solventum Corporation

Notes to the Condensed Consolidated Financial Statements (Unaudited)

NOTE 1. Significant Accounting Policies

Organization and Description of Business

Solventum Corporation ("Solventum," "we," "our," "us," or the "Company") was a business of 3M Company ("3M"). On April 1, 2024 (the "Distribution Date"), 3M completed the previously announced spin-off of Solventum Corporation (the "Spin-Off"). The Spin-Off was completed through a distribution of approximately 80.1% of the Company’s outstanding common stock to holders of record of 3M’s common stock as of the close of business on March 18, 2024 (the "Distribution"), which resulted in the issuance of 172,709,505 shares of common stock. As a result of the Distribution, the Company became an independent public company. Solventum’s common stock is listed under the symbol "SOLV" on the New York Stock Exchange ("NYSE").

Solventum is a leading global healthcare company with a broad portfolio of trusted solutions that leverage deep material science, data science, and digital capabilities to address critical customer needs. Solventum is organized into three reportable business segments that are aligned with the end markets that the Company serves: MedSurg, Dental Solutions, and Health Information Systems.

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and present the financial position, results of operations, and cash flows for the periods presented. The interim condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal, recurring items. The results of operations for any interim periods are not necessarily indicative of results for the full year.

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.

All intercompany transactions and balances within Solventum have been eliminated. These unaudited condensed consolidated financial statements include certain transactions with 3M, which are disclosed as related party transactions in Note 16, “Related Parties”.

The unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).

New Accounting Pronouncements

The table below provides summaries of recently issued financial accounting standards.

StandardRelevant DescriptionEffective Date for SolventumImpact of Adoption
ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement ExpensesIssued in November 2024. Requires additional disclosure of the nature of expenses included in the income statement.Year-end December 31, 2027The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.
ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use SoftwareIssued in September 2025. Updates existing accounting guidance regarding the capitalization of internal-use software costs.January 1, 2026The Company elected to early adopt this standard on a prospective basis. This early adoption did not have a material impact on the Company’s consolidated financial statements.

NOTE 2. Revenue Recognition

Contract Balances

Unearned revenue primarily relates to revenue that is recognized over time for one-year software license contracts. Approximately $189 million and $416 million of the December 31, 2025 balance was recognized as revenue during the three and six months ended June 30, 2026, while approximately $159 million and $379 million of the December 31, 2024 balance was recognized as revenue during the three and six months ended June 30, 2025.

Operating Lease Revenue

Sales of software and rental includes rental revenue from durable medical devices as part of operating lease arrangements (reported within the MedSurg segment), which was $158 million and $309 million for the three and six months ended June 30, 2026, and $155 million and $299 million for the three and six months ended June 30, 2025.

Customer Concentration

No customer accounted for more than 10% of the Company’s revenues for the three and six months ended June 30, 2026 or 2025. Additionally, no customers accounted for more than 10% of accounts receivable as of June 30, 2026 or December 31, 2025.

NOTE 3. Acquisitions and Divestitures

Acquisitions

The Company had no acquisitions during the three and six months ended June 30, 2026 or 2025.

In December 2025, the Company acquired Acera Surgical ("Acera"), a privately held bioscience company. Refer to the Company's 2025 Annual Report for additional details of the acquisition.

Total purchase consideration includes a future payment that is contingent on the acquired business achieving a sales-based milestone on or before December 31, 2030. The payment owed upon achievement of the milestone is $125 million. The fair value of the future milestone payment was $80 million at December 31, 2025. The change in the fair value of the contingent payment for the six months ended June 30, 2026 was an increase of $12 million, primarily due to sales performance, resulting in a fair value of $92 million at June 30, 2026. The contingent payment is classified as level 3 within the fair value hierarchy.

The Acera purchase price allocations are considered preliminary as of June 30, 2026, with final estimates of fair value expected to be completed by the end of 2026. During the six months ended June 30, 2026, the Company recorded adjustments to the purchase price allocation of $18 million, primarily related to deferred taxes.

Divestitures

On September 1, 2025, Solventum completed the sale of its Purification and Filtration business to Thermo Fisher Scientific, Inc. ("Buyer"). Refer to the Company's 2025 Annual Report for additional details of the divestiture.

In connection with the sale, the Company entered into various transition service agreements to provide certain support services for a period of up to 24 months from the closing of the sale. As certain services were contracted at a price below fair market value, the Company recognized an unfavorable contract liability of $113 million. The liability is being recognized as services are provided over the terms of the agreements. During the three and six months ended June 30, 2026, the Company recognized approximately $36 million and $70 million, respectively, of transition service income, including income related to the unfavorable contract liability, within selling, general and administrative expenses as an offset to costs incurred to support transition services provided to Buyer. As of June 30, 2026, the remaining balance of the unfavorable contract liability was $76 million.

NOTE 4. Goodwill and Intangible Assets

Goodwill

The acquisition activity in the following table includes the net impact of adjustments to the preliminary allocation of purchase price within the one-year measurement period for the Acera acquisition.

The amounts in the “Translation and other” column in the following table primarily relate to changes in foreign currency exchange rates. The goodwill balance by business segment is as follows:

(Millions)MedSurgDental SolutionsHealth Information SystemsAll OtherTotal
Balance as of December 31, 2025$4,246$477$873$108$5,704
Acquisition activity(18)———(18)
Translation and other(51)(8)(1)—(60)
Balance as of June 30, 2026$4,177$469$872$108$5,626

Acquired Intangible Assets: The carrying amount and accumulated amortization of acquired finite-lived intangible assets are as follows:

June 30,December 31,
(Millions)20262025
Customer related$2,093$2,099
Patents and other technology-based2,0482,049
Tradenames and other637637
Total gross carrying amount4,7784,785
Accumulated amortization — customer related(836)(778)
Accumulated amortization — patents and other technology-based(1,217)(1,122)
Accumulated amortization — tradenames and other(317)(293)
Total accumulated amortization(2,370)(2,193)
Total intangible assets — net$2,408$2,592

Amortization expense was as follows:

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Amortization expense$90$78$181$159

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2026 is as follows:

(Millions)Remainder of 202620272028202920302031After 2031
Amortization expense$180$355$351$312$207$205$798

NOTE 5. Supplemental Financial Information

Other current assets included in the condensed consolidated balance sheets consist of the following:

June 30,December 31,
(Millions)20262025
Other current assets
Purification and filtration-related$399$387
Prepaid income taxes144116
Prepaid software6158
Other261170
Total other current assets$865$731

Purification and filtration-related in the table above includes receivables and other assets associated with post-closing activity with Buyer.

Other assets included in the condensed consolidated balance sheets consist of the following:

June 30,December 31,
(Millions)20262025
Other assets
Deferred taxes$344$263
Capitalized cloud-computing costs234203
Operating lease right-of-use188214
Other138134
Total other assets$904$814

Other current liabilities included in the condensed consolidated balance sheets consist of the following:

June 30,December 31,
(Millions)20262025
Other current liabilities
Accrued compensation$217$320
Accrued taxes176196
Accrued rebates226172
Accrued interest6971
Accrued legal24243
Purification and filtration-related258245
Other338346
Total other current liabilities$1,528$1,393

Purification and filtration-related in the table above includes the current portion of the unfavorable contract liability as described in Note 3, along with other activity with Buyer, including amounts owed under the transition agreements.

Accrued legal includes both accrued litigation costs described in Note 12 and other accrued legal-related fees and services.

Supply Chain Financing

The Company participates in a voluntary supply chain financing ("SCF") program which provides participating suppliers the opportunity to sell their Solventum receivables to third party financial institutions at the sole discretion of both the suppliers and the third party financial institutions. The Company evaluates the SCF program to ensure the use of a third-party intermediary to settle its trade payables does not change the nature, existence, amount, or timing of our trade payables and does not provide the Company with any direct economic benefit and does not provide any guarantees in connection with the SCF program. The Company and its suppliers agree on contractual terms for the goods and services we procure, including price, quantity and payment terms, regardless of whether the supplier elects to participate in the SCF program. The amounts due to the financial institution for suppliers that participate in the SCF program are included in accounts payable on the Company's condensed consolidated balance sheets, and the associated payments are included in operating activities on the Company's condensed consolidated statements of cash flows.

As of June 30, 2026, the amount of obligations outstanding that the Company has confirmed as valid to the financial institution under the SCF program was less than $1 million. There were no obligations outstanding as of December 31, 2025.

NOTE 6. Property, Plant, and Equipment - Net

Property, plant and equipment - net consisted of the following:

June 30,December 31,
(Millions)20262025
Property, plant and equipment - at cost
Buildings and leasehold improvements$1,147$873
Machinery and equipment1,8261,821
Construction in progress483499
Gross property, plant and equipment3,4553,193
Accumulated depreciation(1,891)(1,867)
Property, plant and equipment - net$1,565$1,326

In March 2026, the Company commenced a finance lease arrangement through April 2046 for its principal office in Eagan, Minnesota. As of June 30, 2026, the Company had right-of-use assets of approximately $204 million related to the finance lease, included within Property, plant and equipment - net and reflected in the buildings and leasehold improvements line in the table above. The related finance lease liability of approximately $209 million is included in Finance leases and Other current liabilities on the Company's condensed consolidated balance sheets. The discount rate used to calculate the present value of lease payments was 6.47%.

Depreciation expense consisted of the following:

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Depreciation expense$36$38$75$80

NOTE 7. Supplemental Equity and Comprehensive Income Information

Share Repurchase Program

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, respectively. There were no repurchases made under this program in 2025.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassifications out of AOCI by component:

Three months ended June 30, 2026

(Millions)Cumulative Translation AdjustmentDefined Benefit Pension and Postretirement PlansCash Flow HedgingTotal Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2026, net of tax:$(193)$(477)$(1)$(670)
Other comprehensive income (loss), before tax:
Amount of gain (loss) recognized in AOCI(17)—3(14)
Amount of gain (loss) reclassified from AOCI—16318
Total other comprehensive income (loss), before tax(17)1664
Tax effect3(4)(1)(2)
Total other comprehensive income (loss), net of tax(14)1242
Balance at June 30, 2026, net of tax:$(207)$(465)$3$(669)

Three months ended June 30, 2025

(Millions)Cumulative Translation AdjustmentDefined Benefit Pension and Postretirement PlansCash Flow HedgingTotal Accumulated Other Comprehensive Income (Loss)
Balance at March 31, 2025, net of tax:$(396)$(512)$9$(899)
Other comprehensive income (loss), before tax:
Amount of gain (loss) recognized in AOCI267—(32)235
Amount of gain (loss) reclassified from AOCI—16(4)12
Total other comprehensive income (loss), before tax26716(36)247
Tax effect17(4)821
Total other comprehensive income (loss), net of tax28412(28)268
Balance at June 30, 2025, net of tax:$(112)$(500)$(19)$(631)

Six months ended June 30, 2026

(Millions)Cumulative Translation AdjustmentDefined Benefit Pension and Postretirement PlansCash Flow HedgingTotal Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2025, net of tax:$(130)$(488)$(8)$(625)
Other comprehensive income (loss), before tax:
Amount of gain (loss) recognized in AOCI(72)—10(62)
Amount of gain (loss) reclassified from AOCI—31435
Total other comprehensive income (loss), before tax(72)3115(26)
Tax effect(6)(8)(3)(17)
Total other comprehensive income (loss), net of tax(78)2311(43)
Balance at June 30, 2026, net of tax:$(207)$(465)$3$(669)

Six months ended June 30, 2025

(Millions)Cumulative Translation AdjustmentDefined Benefit Pension and Postretirement PlansCash Flow HedgingTotal Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2024, net of tax:$(550)$(526)$20$(1,056)
Other comprehensive income (loss), before tax:
Amount of gain (loss) recognized in AOCI418—(43)375
Amount of gain (loss) reclassified from AOCI—35(7)28
Total other comprehensive income (loss), before tax41835(50)403
Tax effect20(9)1122
Total other comprehensive income (loss), net of tax43826(39)425
Balance at June 30, 2025, net of tax:$(112)$(500)$(19)$(631)

Additional details on the amounts reclassified from AOCI into consolidated income include:

  • Defined benefit pension and postretirement plans: amounts were reclassified into other expense (income), net (see Note 10).

  • Cash flow hedging: foreign currency forward contract amounts were reclassified into cost of sales (see Note 11).

  • The tax effects, if applicable, associated with these reclassifications were reflected in provision for (benefit from) income taxes.

NOTE 8. Income Taxes

The effective tax rates for the three months ended June 30, 2026 and 2025 were 14.4% and 12.5%, respectively. The increase in the effective tax rate is primarily attributable to an unfavorable geographic mix of earnings.

The effective tax rates for the six months ended June 30, 2026 and 2025 were 15.0% and (61.0)%, respectively. The increase in the effective tax rate is primarily attributable to the non-recurrence of the prior year tax benefit related to the Purification and Filtration divestiture, as well as an unfavorable geographic mix of earnings.

The Company’s income tax provision or benefit for the interim periods is determined based on an estimated annual effective tax rate, adjusted for discrete items. Because significant foreign earnings are generated by the Company’s subsidiaries organized in jurisdictions with lower statutory tax rates, the Company’s estimated annual effective tax rate may be materially impacted if earnings in these lower-tax jurisdictions fluctuate.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized based on an evaluation of all available positive and negative evidence. On the basis of this evaluation, the Company continues to maintain a valuation allowance to reduce its deferred tax assets to the amount realizable.

NOTE 9. Long-Term Debt and Short-Term Borrowings

The carrying value includes the impact of debt issuance costs. Long-term debt and short-term borrowings as of June 30, 2026 and December 31, 2025 consisted of the following:

(Millions)CurrencyEffective Interest RateFinal Maturity DateCarrying Value
DescriptionJune 30, 2026December 31, 2025
Three year senior term loan credit facilityUSD4.982027$110$110
$1 billion 5.45 percent three year senior notesUSD5.372027349349
$1.5 billion 5.40 percent five year senior notesUSD5.312029698698
$1 billion 5.45 percent seven year senior notesUSD5.322031991991
$1.65 billion 5.60 percent ten year senior notesUSD5.4720341,6321,636
$1.25 billion 5.90 percent thirty year senior notesUSD6.0020541,2101,209
$500 million 6.00 percent forty year senior notesUSD6.0920644242
Other borrowings2.15202747—
Total debt5,0795,035
Less: short-term borrowings and current portion of long-term debt506—
Long-term debt (excluding current portion)$4,573$5,035

Senior Notes

The Company’s borrowings include $5.0 billion aggregate principal amount of senior notes with maturity dates ranging from 2027 through 2064 (collectively, the “Senior Notes”). The Senior Notes are governed by an indenture and supplemental indenture between the Company and a trustee (collectively, the “Indenture”). The Indenture contains certain customary affirmative and negative covenants, including restrictions on the Company’s ability to consolidate, merge, convey, transfer or lease substantially all of its assets. In addition, the Indenture contains other customary terms, including certain events of default, upon the occurrence of which the Senior Notes may be declared immediately due and payable. The Company is in compliance with all covenants related to the Senior Notes.

Other borrowings consist of term loans utilized in connection with the exit of certain transition agreements with 3M.

Credit Facilities

On February 16, 2024, the Company entered into credit agreements providing for:

  • a five year senior unsecured revolving credit facility in an aggregate committed amount of $2.0 billion expiring in 2029 (the “5-year Revolving Credit Facility”); and

  • an eighteen month senior unsecured term loan credit facility in an aggregate principal amount of $500 million (matured in 2025) and a three year senior unsecured term loan credit facility in an aggregate principal amount of $1.0 billion (together, the “Term Loan Credit Facilities,” and together with the 5-year Revolving Credit Facility, the “Credit Facilities”). The Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.

At June 30, 2026, there are no amounts outstanding under the 5-year Revolving Credit Facility.

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.

Future Maturities of Long-term Debt: Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of June 30, 2026. The maturities of long-term debt for the periods subsequent to June 30, 2026 are as follows (in millions):

Remainder of 202620272028202920302031After 2031Total
$—$460$—$703$—$1,000$2,920$5,083

Financial Instruments Not Measured at Fair Value

The fair values of cash equivalents, accounts receivable, and accounts payable approximated carrying values because of the short-term nature of these instruments. At June 30, 2026, the estimated fair value of the Company’s long-term debt obligations, comprised of both Senior Notes and Term Loan Credit Facilities with current portions excluded, was $4.7 billion compared to a carrying value of $4.6 billion. At December 31, 2025, the estimated fair value of the Company’s long-term debt obligations, comprised of both Senior Notes and Term Loan Credit Facilities with current portions excluded, was $5.2 billion compared to a carrying value of $5.0 billion. The fair value was estimated using quoted market prices for the publicly registered Senior Notes, which are classified as Level 2 within the fair value hierarchy. The fair values and principal values consider the terms of the related debt and exclude the impacts of debt discounts. Because there is no active market for trading outstanding term loans, the fair values of the Term Loan Credit Facilities are estimated to be equal to their respective carrying values.

NOTE 10. Pension and Postretirement Benefit Plans

C****omponents of net periodic cost and other amounts recognized in other comprehensive (income) loss

Components of net periodic benefit cost and other supplemental information for the three and six months ended June 30, 2026 and 2025 are as follows:

Three months ended June 30,

Qualified and Non-qualified Pension Benefits
United StatesInternationalPostretirement Benefits
(Millions)202620252026202520262025
Net periodic benefit cost (benefit)
Operating expense
Service cost - Operating$6$6$4$5$1$1
Non-operating expense
Interest cost23246533
Expected return on plan assets(32)(31)(6)(6)(2)(2)
Amortization of net actuarial loss1616——11
Non-operating79(1)(1)12
Total net periodic benefit cost (benefit)$13$15$4$4$2$3

Six months ended June 30,

Qualified and Non-qualified Pension Benefits
United StatesInternationalPostretirement Benefits
(Millions)202620252026202520262025
Net periodic benefit cost (benefit)
Operating expense
Service cost - Operating$12$12$9$10$1$2
Non-operating expense
Interest cost4648111066
Expected return on plan assets(63)(62)(12)(12)(4)(4)
Amortization of prior service benefit————(1)—
Amortization of net actuarial loss3132——12
Non-operating1318(1)(2)24
Total net periodic benefit cost (benefit)$25$30$7$8$3$6

During the six months ended June 30, 2026, the Company made cash contributions totaling $7 million to its international pension plans. In 2026, the Company expects to make total cash contributions of approximately $22 million to these plans. The Company funds annually, at a minimum, the statutorily required minimum amount for its qualified plans. Non-qualified plans are unfunded and we pay benefits from our cash on hand. Future contributions will depend on market conditions, interest rates and other factors.

NOTE 11. Derivatives

The Company uses foreign currency forward contracts, interest rate swaps and cross-currency swaps to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations. Refer to the Company's 2025 Annual Report for additional details on the Company's derivative instruments both designated and not designated in hedging relationships.

Cash Flow Hedges - For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Cash Flow Hedging - Foreign Currency Forward Contracts: The Company enters into foreign exchange forward contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. The settlement or extension of these derivatives will result in reclassifications (from accumulated other comprehensive income) to earnings in the period during which the hedged transactions affect earnings. Solventum may de-designate these cash flow hedge relationships in advance of the occurrence of the forecasted transaction. The portion of gains or losses on the derivative instrument previously included in accumulated other comprehensive income (loss) for de-designated hedges remains in accumulated other comprehensive income (loss) until the forecasted transaction occurs or becomes probable of not occurring. Changes in the value of derivative instruments after de-designation are recorded in earnings. The maximum length of time over which Solventum hedges its exposure to the variability in future cash flows of the forecasted transactions is 24 months.

As of June 30, 2026, the Company had a balance of $3 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income. Of the total after-tax net unrealized balance as of June 30, 2026, Solventum expects to reclassify to earnings approximately $1 million of after-tax net unrealized gain over the next 12 months based on exchange rates as of June 30, 2026.

Fair Value Hedges - The Company enters into interest rate swaps to manage its exposure to changes in fair value of the Company's fixed-rate debt. Under these arrangements, the Company agrees to exchange, at specific intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. Gains and losses associated with interest rate swaps and changes in fair value of the hedged debt are recorded to interest expense in the period they occur. For the three and six months ended June 30, 2026, the gain associated with the designated interest rate swaps and the change in fair value of the hedged debt were not material. There were no derivative instruments designated in fair value hedging relationships for the three and six months ended June 30, 2025.

In January 2026, the Company entered into an additional $100 million notional fixed-to-floating interest rate swap with a maturity date of March 2031. In February 2026, the Company entered into an additional $100 million notional fixed-to-floating interest rate swap with a maturity date of March 2033. These derivatives were designated as fair value hedges of the Company's Senior Notes.

At June 30, 2026, the total notional amount of interest rate swaps designated as fair value hedges was $300 million.

Net Investment Hedges - The Company enters into cross-currency swaps to hedge portions of the Company’s investment in foreign operations and manage foreign exchange risk. For instruments that are designated and qualify as hedges of net investments in foreign operations and that meet the effectiveness requirements, the net gains and losses attributable to changes in spot exchange rates are recorded in cumulative translation within other comprehensive income. The remainder of the change in value of such instruments is recorded in earnings. Recognition in earnings of amounts previously recorded in cumulative translation is limited to circumstances such as complete or substantially complete liquidation of the net investment in the foreign operation.

For the three and six months ended June 30, 2026, the Company recognized a pre-tax loss of $13 million and a pre-tax gain of $25 million, respectively, as adjustments to cumulative translation within other comprehensive income (loss). For the three and six months ended June 30, 2025, the pre-tax losses recognized in cumulative translation within other comprehensive income (loss) were $67 million and $78 million, respectively.

At June 30, 2026, the total notional amount of cross-currency swaps designated as net investment hedges was approximately $1.2 billion.

Derivatives Not Designated as Hedging Instruments - Derivatives not designated as hedging instruments include foreign currency contracts to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances.

These derivative instruments are not designated in a hedging relationship; therefore, fair value gains and losses on these contracts are recorded in earnings.

Statement of Income Location and Impact of Derivative Instruments

The impact to income related to both derivative instruments designated in cash flow hedging relationships and those not designated as hedging instruments for the three and six months ended June 30, 2026 and 2025 were not material. The impact from derivative instruments designated in cash flow hedging relationships was reflected within cost of sales and the impact from derivatives not designated as hedging instruments was reflected within other expense (income), net on the condensed consolidated statements of income.

The amount of gain (loss) excluded from effectiveness testing recognized in income relative to instruments designated in net investment hedge relationships is not material.

Location, Fair Value, and Gross Notional Amounts of Derivative Instruments

The following tables summarize the fair value of Solventum’s derivative instruments and their location in the condensed consolidated balance sheets. Notional amounts below are presented at period end foreign exchange rates.

Gross Notional AmountAssetsLiabilities
(Millions)LocationFair Value AmountLocationFair Value Amount
June 30,December 31,June 30,December 31,June 30,December 31,
202620252026202520262025
Derivatives designated as hedging instruments
Foreign currency forward contracts$226$293Other current assets$5$3Other current liabilities$3$10
Foreign currency forward contracts12796Other assets31Other liabilities—2
Interest rate swaps300100Other assets——Other liabilities71
Cross-currency swaps1,1851,185Other assets1—Other liabilities4871
Total derivatives designated as hedging instruments$1,838$1,674$9$4$58$84
Derivatives not designated as hedging instruments
Foreign currency forward contracts$878$481Other current assets$4$1Other current liabilities$5$3

Fair Value Disclosure: The Company’s derivative assets and liabilities within the scope of ASC 815, Derivatives and Hedging, are required to be recorded at fair value. The Company’s derivatives that are recorded at fair value include foreign currency forward contracts and cross-currency swaps. Solventum has determined that these derivatives are considered Level 2 fair value measurements. Solventum determines fair value using observable inputs including foreign currency exchange rates.

Credit Risk and Offsetting of Assets and Liabilities of Derivative Instruments: The Company is exposed to credit loss in the event of nonperformance by counterparties in forward contracts. However, the Company’s risk is limited to the fair value of the instruments. The Company actively monitors its exposure to credit risk through the use of credit approvals and credit limits, and by selecting major international banks and financial institutions as counterparties. Solventum enters into master netting arrangements with counterparties, which may allow each counterparty to net settle amounts owed between a Solventum entity and the counterparty as a result of multiple, separate derivative transactions. The Company does not anticipate nonperformance by any of these counterparties.

Solventum has elected to present the fair value of derivative assets and liabilities within the Company’s condensed consolidated balance sheets on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. Solventum determined that the impact of the amount of eligible offsetting derivative assets and liabilities was not material if it had elected to offset the asset and liability balances of derivative instruments, netted in accordance with various criteria in the event of default or termination as stipulated by the terms of netting arrangements with each of the counterparties. For each counterparty, if netted, the Company would offset the asset and liability balances of all derivatives at the end of the reporting period based on the Solventum entity that is a party to the transactions. Derivatives not subject to master netting agreements are not eligible for net presentation. For the periods presented, Solventum has not received cash collateral from derivative counterparties.

NOTE 12. Commitments and Contingencies

Legal Proceedings

Solventum is the subject of numerous claims and lawsuits, principally in the United States, and regulatory proceedings worldwide. These claims, lawsuits and proceedings relate to matters including, but not limited to, product liability (involving products that the Company now or formerly manufactured and sold, including products made by the Health Care Business Group at 3M), intellectual property, commercial, antitrust, federal healthcare program related laws and regulations, such as the False Claims Act and anti-kickback laws in the United States and other jurisdictions. Unless otherwise stated, Solventum is vigorously defending any litigation and proceedings involving these matters. From time to time, Solventum also receives subpoenas, investigative demands or requests for information from various government agencies in the United States and foreign countries. Solventum generally responds in a cooperative, thorough and timely manner. These responses sometimes require time and effort and can result in considerable costs being incurred by the Company. Such requests can also lead to the

assertion of claims or the commencement of administrative, civil, or criminal legal proceedings against Solventum and others, as well as to settlements. The outcomes of legal proceedings and regulatory matters are often difficult to predict. Any determination that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in an award of damages or the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, suspension or debarment or injunctive relief.

Process for Disclosure and Recording of Liabilities Related to Legal Proceedings

Many lawsuits and claims involve highly complex issues relating to causation, scientific evidence, and alleged actual damages, all of which are otherwise subject to substantial uncertainties. Assessments of lawsuits and claims can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. The categories of legal proceedings in which the Company is involved may include multiple lawsuits and claims, may be spread across multiple jurisdictions and courts that may handle the lawsuits and claims differently, may involve numerous and different types of plaintiffs, raising claims and legal theories based on specific allegations that may not apply to other matters, and may seek substantial compensatory and, in some cases, punitive, damages. These and other factors contribute to the complexity of these lawsuits and claims and make it difficult for the Company to predict outcomes and make reasonable estimates of any resulting losses. The Company's ability to predict outcomes and make reasonable estimates of potential losses is further influenced by the fact that a resolution of one or more matters within a category of legal proceedings may impact the resolution of other matters in that category in terms of timing, amount of liability, or both.

When making determinations about recording liabilities related to legal proceedings, the Company complies with the requirements of ASC 450, Contingencies, and related guidance, and records liabilities in those instances where it can reasonably estimate the amount of the loss and when the loss is probable. Where the reasonable estimate of the probable loss is a range, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range if there is no one best estimate. The Company either discloses the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made. The Company discloses significant legal proceedings even where liability is not probable or the amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a loss may be incurred. Based on experience and developments, the Company reexamines its estimates of probable liabilities and associated expenses and receivables each period, and whether a loss previously determined to not be reasonably estimable and/or not probable is now able to be reasonably estimated or has become probable. Where appropriate, the Company makes additions to or adjustments of its reasonably estimated losses and/or accruals. As a result, the current accruals and/or estimates of loss and the estimates of the potential impact on the Company’s consolidated financial position, results of operations and cash flows for the legal proceedings and claims pending against the Company will likely change over time. During the three months ended June 30, 2026, the Company recognized $204 million in legal charges. There were no legal charges recognized in the three months ended March 31, 2026. During the three and six months ended June 30, 2025, the Company recognized zero and $12 million in legal charges, respectively. During the six months ended June 30, 2026 and 2025, the Company made payments of zero and $16 million, respectively, related to a legal settlement, which reduced the accrued litigation balance. At June 30, 2026 and December 31, 2025, accrued litigation costs were $235 million and $31 million, respectively.

Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, the Company may ultimately incur charges substantially in excess of presently recorded liabilities, including with respect to matters for which no accruals are currently recorded because losses are not currently probable and reasonably estimable. Many of the matters described herein are at varying stages, seek an indeterminate amount of damages or seek damages in amounts that the Company believes are not indicative of the ultimate losses that may be incurred. It is not uncommon for claims to be resolved over many years. As a matter progresses, the Company may receive information, through plaintiff demands, through discovery, in the form of reports of purported experts, or in the context of settlement or mediation discussions that purport to quantify an amount of alleged damages, but with which the Company may not agree. Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter. However, even when a loss or range of loss is not probable and reasonably estimable, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its consolidated financial position, results of operations and cash flows. In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.

Process for Disclosure and Recording of Insurance Receivables Related to Legal Proceedings

The Company estimates insurance receivables based on an analysis of the terms of its numerous policies, including their exclusions, pertinent case law interpreting comparable policies, its experience with similar claims, and assessment of the nature of the claim and remaining coverage, and records an amount it has concluded is recognizable and expects to receive in light of the loss recovery and/or gain contingency models under ASC 450, ASC 610-30, and related guidance. For those insured legal proceedings for which the Company has recorded an accrued liability in its financial statements, the Company also records

receivables for the amount of insurance that it concludes as recognizable from the Company’s insurance program. For those insured matters for which the Company has not recorded an accrued liability because the liability is not probable or the amount of the liability is not estimable, or both, but for which the Company has incurred an expense in defending itself, the Company records receivables for the amount of insurance that it concludes as recognizable for the expense incurred.

During the second quarter of 2026, the Company received proceeds of $55 million related to an insurance policy covering previously incurred litigation costs. The Company has not recognized any other receivables for insurance as recovery is not deemed probable at this time.

Product Liability Litigation

The following sections first describe the significant legal proceedings in which the Company is involved, and then describe the liabilities, if any, the Company has accrued relating to its significant legal proceedings.

3M is a named defendant in approximately 8,400 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger patient warming system. Under the terms of the Separation and Distribution Agreement by and between Solventum and 3M (the "Separation and Distribution Agreement"), Solventum has agreed to indemnify 3M for uninsured liabilities related to the Bair Hugger patient warming system, to manage the litigation, and pay for legal expenses.

The U.S. Judicial Panel on Multidistrict Litigation ("JPML") has consolidated all cases pending in federal courts to the U.S. District Court for the District of Minnesota to be managed in a multi-district litigation ("MDL") proceeding. In July 2019, the court excluded several of the plaintiffs’ causation experts, and granted summary judgment for 3M in all cases pending at that time in the MDL; however, those decisions were subsequently reversed by the U.S. Court of Appeals for the Eighth Circuit. The parties are actively litigating several MDL bellwether and state court cases.

In addition to the federal MDL cases, there are eight state court personal injury cases relating to the Bair Hugger patient warming systems, including a multi-plaintiff case of amputees in Ramsey County, Minnesota. Additionally, a putative class action has been filed in Ramsey County, Minnesota, seeking economic damages for the use of the Bair Hugger system in knee and hip replacement surgeries involving medically obese people in Minnesota from May 2017 to the present.

In June 2016, 3M was served with a putative class action filed in the Ontario Superior Court of Justice for all Canadian residents who underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections that the representative plaintiff claims were due to the use of the Bair Hugger patient warming system. The representative plaintiff seeks relief (including punitive damages) under Canadian law based on theories similar to those asserted in the MDL.

For product liability litigation matters described in this section for which a liability has been recorded, the amount recorded is included in the disclosed amounts in the preceding "Process for Disclosure and Recording of Liabilities Related to Legal Proceedings" section. During the second quarter of 2026, based on developments in the Bair Hugger matter, the Company increased its litigation accrual to management's best estimate of probable loss at this time. The Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.

Warranties/Guarantees

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. Furthermore, the Company does not disclose information on its product warranties, as management considers the balance immaterial to its consolidated results of operations and financial condition.

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.

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 of cost of product and refunds attributed to costs for hardware units in service are recorded as a reduction in other 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 in other current assets for the total amount and a pre-tax benefit of $100 million to cost of product within the condensed consolidated financial statements as of June 30, 2026. Other assets decreased by $14 million for tariffs previously capitalized as a cost of hardware.

NOTE 13. Restructuring

Transform for the Future

In November 2025, the Company approved its new multiyear 'Transform for the Future' global initiative (the "Program") to further enable its long-term growth strategy and ensure it's best positioned to compete-to-win in a rapidly changing healthcare environment. Designed to transform the cost structure, enhance operational efficiency, and reposition for profitable growth, the primary activities of the Program include operating structure optimization and workforce reorganization, procurement and cost management, supply chain, manufacturing and global footprint optimization, and streamlining systems and increased automation to improve operational efficiency. Once fully implemented, the four-year program is expected to generate approximately $500 million in annual cost savings, a portion of which will be reinvested in strategic growth initiatives. The Company anticipates cumulative pretax costs related to the Program will be approximately $500 million.

The related restructuring charges for periods presented were recorded in the consolidated statements of income as follows:

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Cost of product$9$—$10$—
Cost of software and rentals————
Selling, general and administrative expenses33—66—
Research and development expenses——3—
Total operating income impact$42$—$79$—

Restructuring actions, including cash and non-cash impacts, are as follows:

(Millions)Employee Termination BenefitsOther Restructuring-relatedTotal
Expense incurred in 2025$42$11$53
Non-cash changes(4)—(4)
Cash payments(4)(7)(11)
Accrued liabilities as of December 31, 2025$34$5$39
Expense incurred in first quarter of 2026$2$35$37
Non-cash changes2—2
Cash payments(16)(6)(22)
Accrued liabilities as of March 31, 2026$22$34$56
Expense incurred in second quarter of 2026$11$31$42
Non-cash changes—(8)(8)
Cash payments(10)(39)(48)
Accrued liabilities as of June 30, 2026$24$18$42

Other includes charges associated with salaries and wages of employees fully dedicated to the Program, asset write-downs related to transformation activities and consulting service fees. All Program charges were recognized within Corporate and are not included within business segment results.

Solventum Way

In the fourth quarter of 2024, the Company announced its Solventum Way restructuring program, which is a reorganization designed to establish a more flexible and decentralized structure, create headroom to invest for growth and an operating model that enhances margins over time. The actions under the Solventum Way restructuring program are substantially complete.

The related restructuring charges for periods presented were recorded in the consolidated statements of income as follows:

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Cost of product$—$1$—$11
Cost of software and rentals————
Selling, general and administrative expenses—5310
Research and development expenses—2—5
Total operating income impact$—$8$3$26

Restructuring actions, including cash and non-cash impacts, are as follows:

(Millions)Employee Termination Benefits and Other
Accrued liabilities as of December 31, 2024$53
Expense incurred in 202527
Non-cash changes(4)
Cash payments(67)
Accrued liabilities as of December 31, 2025$9
Expense incurred in first quarter of 2026$3
Cash payments(6)
Accrued liabilities as of March 31, 2026$6
Expense incurred in second quarter of 2026$—
Cash payments(3)
Accrued liabilities as of June 30, 2026$3

Other primarily includes charges associated with asset write-offs and other contractual third party termination costs. All program charges were recognized within Corporate and are not included within business segment results.

NOTE 14. Earnings Per Share

The dilutive effect of outstanding stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”) is reflected in the calculation of earnings per share using the treasury stock method. Diluted earnings per share excludes certain shares issuable under stock-based compensation plans because the effect would have been antidilutive.

The computations for basic and diluted earnings per share are as follows:

Three months ended June 30,Six months ended June 30,
(Amounts in millions, except per share amounts)2026202520262025
Numerator:
Net income$92$90$105$227
Denominator:
Weighted average common shares outstanding – basic172.7174.1173.5173.9
Dilution associated with stock-based compensation plans0.61.10.91.1
Weighted average common shares outstanding – diluted173.3175.2174.4175.0
Basic earnings per share$0.53$0.52$0.60$1.31
Diluted earnings per share$0.53$0.51$0.60$1.30
Antidilutive shares3.64.43.34.1

NOTE 15. Stock-Based Compensation

Solventum grants annual stock-based compensation awards to certain employees and non-employee directors. In 2026, the Company's annual grant occurred in the first quarter and included: 1.3 million RSUs that vest over 3 years with a weighted average grant date fair value of $70.78 and 0.5 million PSUs that vest based on a combination of service, performance and market conditions, with a weighted average grant date fair value of $73.28. The actual number of PSUs that vest could range from 0% to 200% of the target number of shares granted and will be determined based on the Company's performance against financial targets and total shareholder return relative to a selected industry peer group; performance is measured over a three-year period ending December 31, 2028.

RSU awards granted as part of the annual grant contain a retirement provision whereby employees who have reached age 55 and completed ten years of service with the Company continue to vest in their award after they retire. Expense for the RSU awards granted to retirement eligible recipients is immediately recognized on the grant date as the award contains a non-substantive vesting condition. Annual PSU awards contain a similar retirement provision, but include a one-year service condition to fully vest in the award. Expense for PSU awards to retirement eligible recipients is recognized over the one-year service period.

Employee Stock Purchase Plan

Solventum offers an Employee Stock Purchase Plan (“ESPP”) which provides substantially all employees the option to purchase company stock through payroll deductions at a 15% discount, calculated based on the closing market price of Solventum stock at the end of the offering period. The plan provides two six-month offering periods, commencing on January 1 and July 1. An aggregate of 4.0 million shares of the Company’s common stock has been authorized for issuance under the ESPP. Expense related to the ESPP was immaterial for the three and six months ended June 30, 2026, and is reflected in the stock-based compensation expense table below.

Stock-Based Compensation Expense

Amounts recognized in the condensed consolidated financial statements related to stock-based compensation awards, including stock options, RSUs, and PSUs are provided in the following table. Total stock-based compensation expense recognized in cost of product and cost of software and rentals has been combined in the table below within cost of sales. Capitalized stock-based compensation amounts were not material.

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Cost of sales$2$3$8$8
Selling, general and administrative expenses33287164
Research and development expenses331011
Stock-based compensation expenses38348983
Income tax benefits (expense)(7)(6)(16)(11)
Stock-based compensation expenses, net of tax$31$28$73$72

NOTE 16. Related Parties

Related Party Transactions After Spin-Off

Separation and Distribution Agreement and Other Related Party Transactions with 3M

In connection with the Spin-Off on April 1, 2024, the Company entered into or adopted several agreements that provide a framework for Solventum's relationship with 3M after the separation and distribution. Below is a summary of activity between Solventum and 3M for the periods presented:

*•*Separation related adjustments, which are the net impact of certain assets and liabilities that were retained by 3M and those that were transferred to Solventum as of March 31, 2024. This activity, including adjustments since the Spin-Off, is reflected in the “Net transfers from/to 3M” line item of the condensed consolidated statements of changes in equity.

  • Transition agreement expenses for the three and six months ended June 30, 2026 were $97 million and $201 million, respectively, and for both the three and six months ended June 30, 2025 were $135 million and $272 million, respectively, and are related to services received under transition agreements between the Company and 3M and its affiliates. These expenses are reflected in cost of product and operating expense (which is comprised of selling, general and administrative and research and development expenses) on the Company's condensed consolidated statements of income.

  • Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $23 million and $15 million, respectively, for the three months ended June 30, 2026. The Company recognized revenue and cost of sales associated with products sold to 3M of $40 million and $26 million, respectively, for the six months ended June 30, 2026. The Company recognized revenue and cost of sales associated with products sold to 3M of $22 million and $16 million, respectively, for the three months ended June 30, 2025. The Company recognized revenue and cost of sales associated with products sold to 3M of $42 million and $31 million, respectively, for the six months ended June 30, 2025. Cost of product related to purchases from 3M under the master supply agreements was $54 million and $117 million for the three and six months ended June 30, 2026, respectively, and $58 million and $121 million for the three and six months ended June 30, 2025, respectively.

Related Party Transactions

The Company had the following transactions with 3M and its affiliates, primarily in connection with the transition and master supply agreements, reported in the Company’s condensed consolidated financial statements:

Three months ended June 30,Six months ended June 30,
(Millions)2026202520262025
Net sales of product$23$22$40$42
Cost of product115158246314
Selling, general and administrative expenses5059106126
Research and development expenses2346

Current amounts due from and due to 3M under various agreements described above are recognized within the due from related parties and due to related parties, as applicable, in the condensed consolidated financial statements. There were no non-current amounts due to 3M at June 30, 2026.

NOTE 17. Business Segments

Operating segments include components of an enterprise where separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (“CODM”) for the purpose of assessing performance and allocating resources. The Company’s CODM is its Chief Executive Officer. The primary profitability measurement used by the CODM to review segment operating results is segment operating income. The CODM uses segment operating income to allocate resources during the strategic planning process and then holds the segments accountable to the resourcing decisions during the annual budgeting process. The CODM does not use asset information by segment to evaluate reportable segments as the CODM does not receive discrete asset information by segment. Beginning in third quarter 2025, as a result of the sale of the Purification and Filtration business, the Company’s operating activities are managed primarily through the following reportable segments: MedSurg, Dental Solutions, and Health Information Systems. There have been no changes to the composition of or to financial information reported within each of these reportable segments. These segments have been identified based on the

nature of the products sold and how the Company manages its operations. Transactions among reportable segments are recorded at cost. No operating segments have been aggregated to form reportable segments.

All Other includes the drinking water business, which was previously reported within the Purification and Filtration business segment. The drinking water business results have been reclassified for comparability within All Other for all historical periods. All Other also includes sales and cost of sales related to our supply agreements with 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included in 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. Business segment operating income is reconciled to total operating income and pre-tax income below.

Consistent accounting policies have been applied on a consolidated basis as well as by all segments for all reporting periods.

Business Segment Information and Disaggregated Net Sales

Three months ended June 30,Six months ended June 30,
Net Sales (Millions)2026202520262025
Advanced Wound Care$537$467$1,034$915
Infection Prevention and Surgical Solutions8367501,5731,460
MedSurg1,3721,2182,6072,375
Dental Solutions396338750667
Health Information Systems354339696667
Total reportable segment net sales2,1221,8954,0533,709
Purification and Filtration—189—369
All Other8777163153
Total net sales$2,209$2,161$4,216$4,231
Three months ended June 30,Six months ended June 30,
Cost of Sales (Millions)2026202520262025
MedSurg$595$603$1,217$1,151
Dental Solutions124113243231
Health Information Systems8291162179
Three months ended June 30,Six months ended June 30,
Operating Expenses (Millions)*2026202520262025
MedSurg$423$404$874$808
Dental Solutions141129289260
Health Information Systems126128258260
* Operating expenses are comprised of selling, general and administrative expenses and research and development expenses as shown on the condensed consolidated statements of income.
Three months ended June 30,Six months ended June 30,
Operating Performance (Millions)2026202520262025
MedSurg$355$210$516$416
Dental Solutions13196218175
Health Information Systems145120276229
Total reportable segment operating income6314261,009820
Purification and Filtration—43—70
All Other1983019
Amortization expense(90)(78)(181)(159)
Corporate and Unallocated(378)(185)(597)(384)
Total operating income181214262367
Interest expense, net64103125207
Other expense/(income), net981319
Income before income taxes$108$103$123$141

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