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Insider Trading Arrangements and Policies
−Removed: During the three months ended September 30, 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.
−Removed: Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012
−Removed: As part of its intellectual property (“IP”) protection efforts, 3M has obtained and maintains patents and trademarks in Iran.
−Removed: 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.
−Removed: As authorized under 3M’s specific license granted by the Office of Foreign Assets Control, during the three months ended September 30, 2024, a third-party IP service provider/counsel paid on behalf of 3M a renewal fee of $130 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.
−Removed: Solventum did not direct this activity and understands that 3M plans to continue these IP rights protection activities as authorized under its specific license.
+Added: During the quarter ended March 31, 2025, no director or officer of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement, ” as each term is defined in Item 408(a) of Regulation S-K.
Availability of Information
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The information on, or that may be accessed through, Solventum's website is not incorporated by reference into this Quarterly Report on Form 10-Q and should not be considered a part of this Quarterly Report on Form 10-Q.
−Removed: 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)*
−Removed: 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)
−Removed: 3.2 Amended and Restated Bylaws of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed September 26 , 2024)
−Removed: 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)*
−Removed: 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)*
−Removed: 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)*
−Removed: 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)*+
−Removed: 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)*
−Removed: 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)*
−Removed: 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)*
−Removed: 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)*+
−Removed: 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)*+
−Removed: 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)
−Removed: 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)*
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: 10.16 Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation ’ s Form 8-K , filed April 4, 2024)
−Removed: 10.17 Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation ’ s Form 8-K , filed April 4, 2024)
−Removed: 10.18 Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation ’ s Registration Statement on Form S-8, filed April 1, 2024)
+Added: (2.1) Transaction Agreement by and between Solventum Corporation and Thermo Fisher Scientific Inc.
+Added: (incorporated by reference to Exhibit 2.1 from Solventum Corporation's Form 8-K, filed February 27, 2025)
+Added: (3.1) Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference to Exhibit 3.1 from Solventum Corporation's Form 8-K, filed April 4, 2024)
+Added: (3.2) Amended and Restated Bylaws of Solventum Corporation (incorporated by reference to Exhi bit 3.1 from Solventum Corporation's Form 8-K, filed September 26, 2024)
+Added: (4.1) Indenture, dated as of February 27, 2024, between Solventum Corporation and U.S.
+Added: 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.
+Added: (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.
+Added: 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.
+Added: 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
+Added: (10.15) Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated herewith )
+Added: Filed herewith, in addition to items, if any, specifically identified above:
(31.1) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
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Section 1350.
−Removed: 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)
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: (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)
+Added: (101.SCH) Inline XBRL Taxonomy Extension Schema Document
+Added: (101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: (101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: (101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: (101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: __________________
−Removed: + 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.
−Removed: * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the “ SEC ” ) upon request.
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
−Removed: November 8, 2024
By /s/ Wayde McMillan
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.