FALSE000196473800019647382025-12-162025-12-16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 16, 2025
SOLVENTUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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File No. 001-41968 |
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92-2008841 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota |
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55144 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, Par Value $.01 Per Share |
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SOLV |
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New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 7.01. Regulation FD Disclosure
On December 16, 2025, Solventum Corporation issued a letter to its shareholders. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 7.01 and attached as Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Description |
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| 104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
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.
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SOLVENTUM CORPORATION |
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By: |
/s/ Wayde McMillan |
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Wayde McMillan |
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Executive Vice President and Chief Financial Officer |
Dated: December 16, 2025
EX-99.1
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solvdecember2025shareholde.htm
EX-99.1
Document
Reflections on a year of growth and transformation
December 16, 2025
To our valued shareholders,
As we close 2025, I am energized by the significant progress Solventum has made in our first full year as a standalone public company. This year, we launched our long-range plan (LRP) and prioritized five growth drivers that are expected to deliver more than 80% of our future growth, built a top-tier team with transformation experience, solidified our mission and culture, revamped our innovation process – significantly improving our new product pipeline value – and advanced our portfolio optimization strategy, including the sale of our Purification & Filtration business segment. The pace of our execution has been purposeful and intense, fueling optimism for 2026 and beyond.
We have consistently delivered on our strategic, operational and financial commitments, achieving six consecutive quarters of positive volume growth, outperforming expectations and raising our 2025 outlook multiple times. We are moving towards our long-range sales targets faster than anticipated, and thanks to the implementation of our restructuring programs and tariff mitigation efforts, we are progressing well against our LRP margin targets, increasing our confidence for the future.
Commercial enhancements driving growth
Our commercial restructuring and enhancements are yielding clear results. We specialized our sales teams, strengthened leadership and emphasized accountability with a growth mindset. MedSurg delivered strong results through innovation and specialization. Dental Solutions gained momentum with new product innovation in Core Restoratives and custom smile solutions amid tough market conditions. Health Information Systems continues to lead in AI-powered healthcare, maintaining our leading position in autonomous coding and expanding the 360 Encompass™ platform globally.
Commitment to sustainable margin expansion
Our multi-year “Transform for the Future” initiative is designed to reshape our cost structure, improve operational efficiency and fuel innovation to further position us to achieve our margin targets despite significant tariff headwinds not contemplated in our LRP targets. Progress in separating from 3M enables us to aggressively pursue savings and efficiencies for a stronger future. We have exited more than 35% of transition service agreements and made significant progress in supply chain separation. Our successful ERP cutover, move to dedicated distribution centers in Europe and transition to Solventum-owned manufacturing sites are enabling new efficiencies and supporting improved free cash flow as we complete separation activities.
Strategic transformation and capital allocation
Portfolio optimization is ongoing and remains central to our value creation. The sale of our Purification & Filtration business enabled us to reduce debt, strengthen our balance sheet, sharpen our focus and streamline operations. With our improved leverage position, we announced our first strategic acquisition – Acera Surgical – a complementary offering which expands our Advanced Wound Care portfolio, and we announced a $1 billion share repurchase program, further balancing our capital allocation strategy.
Our achievements are powered by the dedication of our global team. During my visits to many of our global sites this year, I witnessed firsthand the passion and commitment that define Solventum. We have attracted leading talent, accelerating our transformation into a MedTech leader. I am proud that Solventum was named to the Fortune 500 and recognized as a “Best Company to Work For” in our first year – recognition that reflects our team’s efforts and culture.
Thank you for your trust and support. Our progress in such a short time gives me great confidence in our long-term potential. From all of us at Solventum, we wish you a joyful holiday season and a happy New Year!
Sincerely,
Bryan Hanson
Chief Executive Officer, Solventum
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