Solventum Corp 10-K

Item 9A. 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. Management's Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Controls Over Financial Reporting There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information Insider Trading Arrangements and Policies During the year ended December 31, 2024, 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. Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012 As part of its intellectual property (“IP”) protection efforts, 3M has obtained and maintains patents and trademarks in Iran. Certain of these patents and trademarks are now owned by Solventum’s affiliate Solventum Intellectual Properties Company, but registered title has not yet been assigned to Solventum Intellectual Properties Company. As authorized under 3M’s specific license granted by the Office of Foreign Assets Control, during the year ended December 31, 2024, a third-party IP service provider/counsel paid on behalf of 3M a renewal fee of $297 to the Iran Intellectual Property Office’s account with Bank Melli, which was designated pursuant to Executive Order 13224, to maintain a trademark owned by Solventum that has registered title held by 3M. Solventum did not direct this activity and understands that 3M plans to continue these IP rights protection activities as authorized under its specific license. 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 and webcasts. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues. The information on, or that may be accessed through, Solventum's website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered a part of this Annual Report on Form 10-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable 95 Table of Contents PART III Documents Incorporated by Reference In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Schedule 14A within 120 days after Solventum’s fiscal year-end of December 31, 2024) for its annual meeting to be held on April 30, 2025, are incorporated by reference in this Form 10-K. Item 10. Directors, Executive Officers and Corporate Governance Directors The information relating to Solventum’s Board of Directors and nominees is set forth under the caption “Proposal 1: Election of Class I Directors” in Solventum’s proxy statement for its annual meeting of stockholders to be held on April 30, 2025 (the “Solventum Proxy Statement”) and is incorporated by reference herein. Executive Officers Information about Solventum’s executive officers is included in Item 1 of this Annual Report on Form 10-K and incorporated by reference herein. Corporate Governance The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate Governance — Director Independence,” “Board composition and leadership structure — Board committees,” and “Proposal 1 — Director Nominees’ Skills, Backgrounds and Expertise,” of the Solventum Proxy Statement and such information is incorporated by reference herein. Code of Ethics and Insider Trading Policy All of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller and Chief Accounting Officer, are required to abide by Solventum’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. Solventum has posted the text of the Code of Conduct on its website (https://www.solventum.com/en-us/home/our-company/ethics-compliance/#code-conduct). At the same website, any future amendments to the code of ethics will also be posted. Any person may request a copy of the code of ethics, at no cost, by writing to us at the following address: Solventum Corporation 2510 Conway Ave St. Paul, MN 55144 Attention: Chief Ethics & Compliance Officer The information required by Item 408(b) of Regulation S-K is contained under the caption “Compensation Discussion and Analysis — Trading Policy and Prohibition on Pledging and Hedging” of the Solventum Proxy Statement and such information is incorporated by reference herein. Item 11. Executive Compensation The information required by Item 402 of Regulation S-K is contained under the captions “Compensation Discussion and Analysis,” “Compensation Tables,” and “Proposal 1: Election of Class I Directors” of the Solventum Proxy Statement. Such information is incorporated by reference. The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained under the captions “Compensation Discussion and Analysis — Talent Committee Report” and “Corporate Governance — Compensation Committee Interlocks and Insider Participation” of the Solventum Proxy Statement. Such information (other than the Talent Committee Report, which shall not be deemed to be “filed”) is incorporated by reference. 96 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under Item 403 of Regulation S-K is incorporated by reference to the Company’s definitive proxy statement under the caption “Security Ownership of Certain Beneficial Owners” and the information required under Item 201(d) of Regulation S-K is incorporated by reference to the Company's definitive proxy statement under the caption “Equity Compensation Plans” pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2024. Item 13. Certain Relationships and Related Transactions, and Director Independence With respect to certain relationships and related transactions as set forth in Item 404 of Regulation S-K, Doug Jones, MedSurg VP Sales US & Canada, is the brother in law of Bryan Hanson, our Chief Executive Officer. In August 2024, Mr. Jones joined Solventum and will receive an annual compensation of base salary and bonus of approximately $525,000. Mr. Jones also receives certain other benefits, including awards of equity, customary to similar positions within the Company. Mr. Jones’ employment was approved by the Governance Committee in accordance with our hiring standards after a robust search and process. The amounts paid to Mr. Jones were commensurate with those paid to employees in similar positions and responsibility levels. The information required by Item 404(b) of Regulation S-K is contained under the captions “Corporate Governance — Certain Relationships and Related Person Transactions,” and the information required by Item 407(a) of Regulation S-K is contained under the caption “Corporate Governance — Director Independence” in the Solventum Proxy Statement. Such information is incorporated by reference. Item 14. Principal Accounting Fees and Services The information relating to principal accounting fees and services is set forth in the section entitled “Proposal 4: Ratification of PwC as Auditor” in the Solventum Proxy Statement and such information is incorporated by reference herein. 97 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) Financial Statements. The consolidated financial statements filed as part of this report are listed in the index to financial statements at the beginning of this document. (a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary. (a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report. See (b) Exhibits, which follow. (b) Exhibits. (2) Separation (2.1) Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)* (3) Articles of Incorporation and bylaws (3.1) Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024) (3.2) Amended and Restated Bylaws of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed September 26, 2024) (4) Instruments defining the rights of security holders, including indentures (4.1) Indenture, dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum's senior notes, is incorporated by reference from Exhibit 4.1 to Amendment No.2 to the Company's Registration Statement on Form 10 , filed March 11, 2024 . (4.2) First Supplemental Indenture, dated as of February 27, 2024, to Indenture dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum’s senior debt notes, is incorporated by reference from Exhibit 4.2 to Amendment No . 2 to th e C ompany's R egistration Statement on Form 10 , filed March 11 , 2024. (4.3) Description of Securities is incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024. (10) Material contracts and management compensation plans and arrangements: 98 Table of Contents (10.1) Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)* (10.2) Tax Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)* (10.3) Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)* (10.4) Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+ (10.5) Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (3M Company as contract manufacturer) (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)* (10.6) Stockholder's and Registration's Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)* (10.7) Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)* (10.8) 3M Trademark Use Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+ (10.9) Transitional Trademark Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+ (10.10) Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K , filed April 4, 2024) (10.11) Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)* (10.12) Solventum Corporate 2024 Long-Term Incentive Plan, as amended (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, 2024) (10.13) Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K , filed May 17, 2024) (10.14) Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement For Non-Employee Directors (incorporated by reference from Solventum Corporation’s Form 8-K , filed May 17, 2024) (10.15) Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K , filed May 17, 2024) (10.16) Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation’s Form 8-K , filed April 4, 2024) (10.17) Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation’s Form 8- K , filed April 4, 2024) (10.18) Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, 2024) (10.19) Solventum Employee Stock Purchase Plan (incorporated herewith) (10.20) Offer letter with Bryan Hanson, dated August 17, 2023 (incorporated herewith) (10.21) Offer letter with Wayde McMillan, dated September 22, 2023 (incorporated herewith) (10.22) Offer letter with Amy Landucci, dated September 22, 2023 (incorporated herewith) (10.23) Offer letter with Tammy Gomez, dated November 10, 2023 (incorporated herewith) (10.24) Offer letter with J. Christopher Barry, dated January 9, 2024 (incorporated herewith) (10.25) Solventum E xecutive C hange in C ontrol S everance P lan, as adopted October 30, 2024 (incorporated by reference from Solventum Corporation's Form 8-K, filed November 5, 2024) 99 Table of Contents Filed herewith, in addition to items, if any, specifically identified above: (19) Solventum Corporation Insider Trading Policy (21) Subsidiaries of the Registrant . (23) Consent of independent registered public accounting firm. (31.1) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. (31.2) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. (32.1) Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. (32.2) Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. (97) Recoupment Policy, as adopted on April 1, 2024, is filed herewith. (101.INS) Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (101.SCH) Inline XBRL Taxonomy Extension Schema Document (101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document (101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document (101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document (101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ________________________ + Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the “ SEC ” ) upon request. Item 16. Form 10-K Summary Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has elected to not include such summary information. 100 Table of Contents 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: February 28, 2025 By /s/ Wayde McMillan Wayde McMillan, Executive Vice President and Chief Financial Officer (Mr. McMillan is the Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 7, 2024. Signature Title /s/ Bryan Hanson Chief Executive Officer (Principal Executive Officer and Director) /s/ Mary Wilcox Senior Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) /s/Carlos Albán Director /s/Carrie S. Cox Chair of the Board of Directors /s/Susan D. DeVore Director /s/Shirley Edwards Director /s/Glenn A. Eisenberg Director /s/Dr. Bernard A. Harris Jr. Director /s/Karen J. May Director /s/Elizabeth A. Mily Director /s/John H. Weiland Director /s/Amy A. Wendell Director /s/Darryl L. Wilson Director Wayde McMillan, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such persons constituting a majority of the directors of the Company. By /s/ Wayde McMillan Wayde McMillan, Attorney-in-Fact 101