What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 469 added, 344 removed, 1081 unchanged (43% of the section changed)

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To the Board of Directors and Shareholders of Solventum Corporation

Opinion on the Financial Statements

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Solventum Corporation and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity, and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Acera Surgical (“Acera”) from its assessment of internal control over financial reporting as of December 31, 2025 because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Acera from our audit of internal control over financial reporting.

Acera is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others (i) testing revenue recognized for a

sample of revenue transactions from sales of product by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and cash receipts;

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others (i) testing revenue recognized for a sample of revenue transactions from sales of product by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and cash receipts;

(ii) testing revenue recognized for a sample of revenue transactions from sales of software with coterminous post-contract support and software-as-a-service (collectively, “software”) by obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of delivery, and cash receipts;

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and (v) confirming a sample of outstanding customer invoice balances as of December 31, 2025 for product, software, and rental revenue transactions and, for confirmations not returned, obtaining and inspecting source documents, such as contracts, purchase orders, invoices, proof of shipment or delivery, and subsequent cash receipts.

Divestiture of Purification and Filtration Business – Gain on Sale

As described in Notes 1, 3, and 8 to the consolidated financial statements, on February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement (the "Agreement") to exclude the Company’s drinking water filtration business (the "Water Business") from the scope of the Purification and Filtration business to be acquired by Buyer (such acquired business, the "Business").

On September 1, 2025, the sale of the Business to the Buyer was completed.

The cash consideration paid to the Company at closing was approximately $4 billion resulting in a pre-tax gain of approximately $1.5 billion.

Under the Agreement, Buyer is entitled to receive a payment of up to $75 million from the Company either upon a sale of the Water Business or after an agreed upon 3-year period.

The Company recorded $64 million related to the Water Business liability within the other liabilities on the consolidated balance sheet, which was the present value of the expected future obligation at close of the Transaction.

In connection with the sale of the Business, the Company entered

into various transition service agreements to provide certain support services at cost, below fair market value, for a period of up to 24 months from the closing of the sale.

In connection with these agreements, the Company recognized an unfavorable contract liability of $113 million, which will be recognized over the terms of the transition service agreements.

The Company recognized corresponding income tax impacts in various jurisdictions as a result of the gain on sale.

Judgment is required in determining the Company’s tax expense and in the application of relevant tax laws and regulations to its tax positions.

The principal considerations for our determination that performing procedures relating to the gain on sale relating to the divestiture of the Purification and Filtration business is a critical audit matter are (i) the significant judgment by management when determining the gain on sale and corresponding tax effects;

(ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to (a) the consideration received pursuant to the Agreement, (b) the measurement of the disposal group, and (c) the application of tax laws and regulations in connection with management’s determination of the income tax effects of the divestiture;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the divestiture transaction and determination of corresponding tax effects.

These procedures also included, among others (i) reading the Agreement;

(ii) evaluating the reasonableness of management's accounting conclusions with respect to the gain on sale, including recording of the Water Business liability and unfavorable contract liabilities;

(iii) testing the cash proceeds and transaction fees recorded by management;

(iv) testing the completeness and accuracy of the carrying value of the disposal group and unfavorable contract liabilities;

and (v) evaluating the information, including tax law and other relevant evidence, used by management to support its position regarding the tax consequences of the transaction.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the application of relevant tax laws and regulations.

Acquisition of Acera Surgical – Valuation of Developed Technology

As described in Note 3 to the consolidated financial statements, on December 23, 2025, the Company acquired Acera Surgical (“Acera”) for total purchase consideration of $776 million, which included cash consideration of $696 million, net of cash acquired, and a future milestone payment of an additional $125 million that had a fair value of $80 million on the acquisition date.

The acquired intangible assets of $440 million consisted primarily of developed technology.

The fair value of the developed technology was determined using a multi-period excess earnings method which includes significant assumptions related to revenue growth rates, EBITDA margins, obsolescence factors, and discount rate.

The principal considerations for our determination that performing procedures relating to the valuation

of developed technology acquired in the acquisition of Acera is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the developed technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, EBITDA margins, discount rate, and obsolescence factors for developed technology;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the developed technology acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings method used by management;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, EBITDA margins, obsolescence factors, and discount rate for developed technology.

Evaluating management’s assumptions related to revenue growth rates and EBITDA margins for developed technology involved considering (i) the current and past performance of the Acera business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the discount rate and obsolescence factors assumptions for developed technology.

/s/ PricewaterhouseCoopers LLP

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Research and development expenses 739 775 758

Gain on sale of business ( 1,549 ) — ( 56 )

Operating income 2,181 1,036 1,692

Interest expense, net 347 367 —

Loss on debt extinguishment, net 82 — —

Other expense (income), net 39 64 25

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Cumulative translation adjustment 420 ( 203 ) 157

Defined benefit pension

( 5 ) ( 33 ) 34

Defined benefit pension and postretirement plans 38 ( 5 ) ( 33 )

Cash flow hedging instruments ( 28 ) 20 —

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Retained earnings 1,797 242

Net parent investment — 12,003

Accumulated other comprehensive income (loss)

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Other comprehensive income (loss), net of tax — — — — — 124 124

Cumulative translation adjustment — — — — — ( 331 ) ( 331 )

Defined benefit pension

— — — — — 34 34

Total other comprehensive income (loss), net of tax — — — — — ( 297 ) ( 297 )

Net transfers to 3M — — — — ( 1,582 ) 36 ( 1,546 )

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Other comprehensive income (loss), net of tax — — — — — ( 188 ) ( 188 )

Cumulative translation adjustment — — — — — 157 157

Defined benefit pension

— — — — — ( 33 ) ( 33 )

Total other comprehensive income (loss), net of tax — — — — — 124 124

Net transfers to 3M — — — — ( 8,571 ) ( 531 ) ( 9,102 )

Stock-based compensation — — 108 — — — 108

Common stock for tax withholding obligations

— — ( 4 ) — — — ( 4 )

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment

173 2 3,667 — ( 3,669 ) — —

Balance at December 31, 2024 173 $ 2 $ 3,771 $ 242 $ — $ ( 1,056 ) $ 2,959

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Other comprehensive income (loss), net of tax — — — — — 430 430

Cumulative translation adjustment — — — — — ( 203 ) ( 203 )

Defined benefit pension — — — — — ( 5 ) ( 5 )

Cash flow hedging — — — — — 20 20

Total other comprehensive income (loss), net of tax — — — — — ( 188 ) ( 188 )

Net transfers to 3M

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— — ( 24 ) — — — ( 24 )

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment

173 2 3,667 — ( 3,669 ) — —

Balance at December 31, 2025 173 $ 2 $ 3,876 $ 1,797 $ — $ ( 625 ) $ 5,049

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Stock-based compensation expense 161 112 39

Gain on business divestitures — ( 56 ) —

Gain on sale of business ( 1,549 ) — ( 56 )

Transaction costs ( 111 ) — —

Deferred income taxes ( 120 ) ( 155 ) ( 142 )

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Due to related parties

All other operating activities 315 127 ( 113 )

( 11 ) ( 395 ) —

Accrued compensation 43 78 142

All other operating activities - net ( 194 ) 67 ( 15 )

Net cash provided by operating activities 369 1,185 1,915

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Purchases of property, plant and equipment ( 379 ) ( 380 ) ( 290 )

Acquisitions, net of cash acquired ( 696 ) — —

Proceeds from sale of business 3,890 — 60

Other — net ( 18 ) — —

Net cash used in investing activities

( 380 ) ( 230 ) ( 253 )

Net cash provided by (used in) investing activities 2,797 ( 380 ) ( 230 )

Cash Flows from Financing Activities

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Organization and Description of Business

Solventum Corporation (“Solventum” or the “Company”) was a carve-out business of 3M Company (“3M”).

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").

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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 four operating business segments that are aligned with the end markets that the Company serves:

MedSurg, Dental Solutions, Health Information Systems, and Purification and Filtration.

Solventum is organized into three reportable operating business segments that are aligned with the end markets that the Company serves:

MedSurg, Dental Solutions, and Health Information Systems.

Basis of Presentation

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Securities and Exchange Commission ("SEC") and present the historical results of operations, comprehensive income, and cash flows for the years ended December 31, 2025, 2024, and 2023, and financial position as of December 31, 2025 and 2024.

Effective April 1, 2024, the Company’s financial statements are presented on a consolidated basis, as the Spin-Off was completed on such date.

The Company’s financial statements are presented on a consolidated basis.

Prior to April 1, 2024, Solventum was a carve-out business of 3M.

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The financial statements included in this annual report are referred to as the "Consolidated Financial Statements" for all periods presented.

All amounts discussed are in millions of U.S.

dollars, unless otherwise indicated.

Amounts reported within this annual report are rounded to the nearest million and the sum of the components may not equal the total amount reported due to rounding.

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Cash and cash equivalents included in the Company's consolidated balance sheets includes cash deposits, certificates of deposit, money market and other short-term funds with original maturities of three months or less.

In periods prior to Spin-Off, the cash and cash equivalents reflected in the Company's consolidated balance sheet primarily represents cash managed by the Health Care Business as part of 3M's centralized cash program.

Investments :

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Fair value is generally determined using a discounted cash flow analysis.

Business Combinations :

The Company accounts for acquired businesses using the acquisition method of accounting in accordance with U.S.

GAAP, which requires the assets and liabilities of the acquired businesses to be recorded and consolidated on the acquisition date at their respective fair values.

The Company's business combinations typically result in the recognition of goodwill, developed technology, and other intangible assets.

The results of operations from acquisitions are included in the Company's consolidated financial statements from their respective acquisition dates.

Transactions costs associated with acquisitions are expensed as incurred and recorded within selling, general, and administrative expenses.

For arrangements that involve potential future contingent consideration, we record a liability at the acquisition date equal to the fair value of the consideration that we expect to pay in the future.

Subsequent changes in the fair value of those contingent consideration liabilities are recognized in earnings until the underlying contingencies are resolved.

Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination.

Goodwill is not amortized.

Goodwill is tested for impairment annually in the fourth quarter of each year and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

Goodwill is tested for impairment annually in the fourth quarter of each year and also if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

Impairment testing for goodwill is done at a reporting unit level, with all goodwill assigned to a reporting unit.

Solventum reporting units correspond to a business segment as this represents the lowest level of discrete financial information below sales that is available and is regularly reviewed by segment management.

Solventum's reporting units correspond to an operating segment as this represents the lowest level of discrete financial information below sales that is available and is regularly reviewed by segment management.

The Company did not combine any of its reporting units for impairment testing.

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Intangible assets :

Intangible asset types include customer-related, patents and other technology-based, tradenames and other intangible assets acquired from an independent party.

Intangible asset types include customer-related, patents and technology, and tradenames and other intangible assets acquired from an independent party.

Intangible assets with a definite life are amortized on a systematic and rational basis (generally straight line) that is representative of the asset’s use.

The estimated useful lives vary by category, with customer-related between eleven to nineteen years , patents and other technology-based between six to ten years , and definite lived tradenames and other between four and sixteen years .

The estimated useful lives vary by category, with customer-related between ten to nineteen years , patents and technology between eight to ten years , and definite lived tradenames and other between four and sixteen years .

Intangible assets are removed from their respective gross asset and accumulated amortization accounts when they are no longer in use.

Refer to Note 4 for additional details on the gross amount and accumulated amortization of the Company’s intangible assets.

Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable.

Intangible assets with a definite life are tested for impairment whenever events or circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

An impairment loss is recognized when the carrying amount exceeds the estimated undiscounted cash flows from the asset’s or asset group’s ongoing use and eventual disposition.

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Employee termination costs are accrued when the restructuring is probable and estimable, which typically is when management approves the associated actions.

Costs for one-time termination benefits in which the employee is required to render service in order to receive benefits at their termination dates are measured at the date such benefits were communicated to the applicable employees and recognized as expense over the future service period.

Costs for one-time termination benefits in which the employee is required to

render service in order to receive benefits at their termination dates are measured at the date such benefits were communicated to the applicable employees and recognized as expense over the future service period.

Revenue recognition :

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The majority of Solventum’s customer arrangements contain a single performance obligation.

The Company also enters into customer arrangements that involve multiple performance obligations (such as rental of equipment and related consumables), software with conterminous post-contract support, and software-as-a-service.

The Company also enters into customer arrangements that involve multiple performance obligations (such as rental of equipment and related consumables), software with coterminous post-contract support, and software-as-a-service.

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers .

Revenue is recognized when control of goods has transferred to customers.

For the majority of the Company’s customer arrangements, control transfers to customers at a point-in-time when goods have been delivered as that is generally

when legal title, physical possession and the risks and rewards of ownership transfer to the customer.

For the majority of the Company’s customer arrangements, control transfers to customers at a point-in-time when goods have been delivered as that is generally when legal title, physical possession and the risks and rewards of ownership transfer to the customer.

For certain arrangements, specifically software sold with coterminous post-contract support that is integral to maintaining the utility of the software license to the customer and software-as-a-service, control transfers over time as the customer simultaneously receives and consumes the benefits as the Company completes the performance obligation(s).

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However, on the Company's consolidated balance sheets, these implementation costs are recognized in other assets.

On our consolidated statement of cash flows, these implementation costs are recognized as cash flows from operating activities.

The implementation costs are recognized on a straight-line basis over the expected term of the related service contract.

On our consolidated statements of cash flows, these implementation costs are recognized as cash flows from operating activities.

The implementation costs are recognized on a straight-line basis over the expected term of the related service contract, which ranges from three to ten years .

Income taxes :

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federal, state, and foreign income tax returns of 3M, where applicable, through April 1, 2024.

The Company's income tax provision for periods 2022, 2023 and the first quarter of 2024 was prepared using the separate return method.

The Company's income tax provision for the periods 2023 and the first quarter of 2024 was prepared using the separate return method.

The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations.

As a result, transactions included in the consolidated financial statements of 3M may not be included in the Company's consolidated financial statements.

Similarly, the tax treatment of certain items reflected in the Company's consolidated financial statements may not be reflected in the

consolidated financial statements and tax returns of 3M.

Similarly, the tax treatment of certain items reflected in the Company's consolidated financial statements may not be reflected in the consolidated financial statements and tax returns of 3M.

Therefore, items such as net operating losses, credit carryforwards, and valuation allowances may exist in the Company's standalone financial statements that may or may not exist in 3M’s consolidated financial statements.

After the Spin-Off, the Company will file tax returns on its own behalf, and its income tax provision is prepared on a standalone basis.

After the Spin-Off, the Company has filed tax returns on its own behalf, and its income tax provision was prepared on a standalone basis.

As a result, its deferred taxes and effective tax rate for 2025 may differ from those in the historical periods prior to Spin-Off.

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The effects of tax adjustments and settlements with taxing authorities are presented in our consolidated financial statements in the period to which they relate.

Judgment is required in determining the Company’s tax expense and in the application of relevant tax laws and regulations to its tax positions.

Uncertain tax positions that meet the more likely than not recognition threshold are measured to determine the amount of tax benefit to recognize in the consolidated financial statements.

An uncertain tax position is measured at the largest amount of benefit that the Company believes has a greater than 50% likelihood of realization upon settlement.

An uncertain tax position is measured at the largest amount of benefit that the Company believes has a greater than 50 percent likelihood of realization upon settlement.

Tax benefits not meeting the measurement or realization criteria represent unrecognized tax benefits.

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The Company recognizes compensation expense for its stock-based compensation awards, which include stock options, restricted stock units ("RSUs"), and performance share units ("PSUs").

In accordance with ASC 718, Compensation—Stock Compensation , the fair value of share-based compensation is determined at the grant date and the recognition of the related expense is recognized over the requisite service period.

The Company estimates forfeitures based on experience and adjusts expense to reflect actual forfeitures.

For PSUs, the Company regularly evaluates the achievement of performance goals and adjusts expense based on the number of PSUs that are expected to vest.

Prior to Spin-Off, certain employees participated in the stock-based compensation plans sponsored by 3M.

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A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The right to control

the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

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Solventum determines the incremental borrowing rate for leases using a portfolio approach based primarily on the lease term and the economic environment of the applicable country or region.

Finance lease right-of-use assets and liabilities are generally those leases for which the Company will pay substantially all the underlying asset’s fair value or will use the asset for all or a major part of its economic life, including circumstances in which the Company will ultimately own the asset.

Finance lease assets are included in property, plant, and equipment - net, and finance lease liabilities are included in other current liabilities and other liabilities on the consolidated balance sheets.

For finance leases, the Company recognizes interest expense using the effective interest method, and the Company recognizes amortization expense on the lease right-of-use asset over the shorter of the lease term or the useful life of the asset.

When a finance lease includes a purchase option that the Company is reasonably certain to exercise, the right-of-use asset is amortized over the useful life of the asset.

As a lessee, the Company leases distribution centers, office space, land, and equipment.

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Standard Relevant Description Effective Date for Solventum Impact of Adoption

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

Issued in November 2023.

Requires public entities to expand on segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

Year-end December 31, 2024 The Company has assessed the impact of the updated standard and has included expanded disclosures within the business segment footnote.

2023-09, Income Taxes (Topic 740):

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Requires disaggregated information about a Company's effective tax rate reconciliation as well as information on income taxes paid.

Year-end December 31, 2025 The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.

Year-end December 31, 2025 The Company has assessed the impact of the updated standard and has included expanded disclosures within the income taxes footnote.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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Year-end December 31, 2026 The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

Issued September 2025.

Updates existing accounting guidance regarding the capitalization of internal-use software costs.

January 1, 2026 The Company has elected to early adopt this standard on a prospective basis and the early adoption of this standard will not have a material impact on the Company's financial statement disclosures.

Revenue Recognition

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Operating Lease Revenue

Sales of software and rental includes rental revenue from durable medical equipment as part of operating lease arrangements, which was $ 600 million, $ 616 million, and $ 603 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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 $ 615 million, $ 600 million, and $ 616 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Customer Concentration

No customer accounted for more than 10% of the Company’s revenues for the years ended December 31, 2025, 2024, or 2023.

Additionally, no customers accounted for more than 10% of accounts receivable as of December 31, 2024 and one customer accounted for approximately 10 % of accounts receivable at December 31, 2023.

Additionally, no customers accounted for more than 10% of accounts receivable as of December 31, 2025 and 2024.

Acquisitions and Divestitures

The Company had an acquisition during the year ended 2025 that was accounted for as a business combination.

The Company had no acquisitions in 2024.

Year Ended 2025 Acquisitions

On December 23, 2025, the Company acquired Acera Surgical ("Acera"), a privately held bioscience company focused on developing and commercializing fully engineered materials for regenerative wound care that expands the Company's acute care portfolio, pursuant to a merger agreement.

For the year ended December 31, 2025, net sales related to Acera were not material to the Company's results of operations or financial condition.

Total purchase consideration was $ 776 million, which included cash consideration of $ 696 million, net of cash acquired, and a future milestone payment that had a fair value of $ 80 million on both the acquisition date and at December 31, 2025.

The future milestone payment is dependent on the acquired business achieving a sales-based milestone on or before December 31, 2030.

The future payment owed under the milestone is $ 125 million.

The acquisition date fair value of the contingent consideration was determined using a Monte Carlo simulation, which considered significant unobservable inputs, including management's projection of net sales, revenue volatility and revenue risk premium.

Revenue volatility and revenue risk premium were estimated at 45 % and 8.9 %, respectively.

The fair value measurement of the contingent consideration is classified as level 3 within the fair value hierarchy.

The fair value of the contingent milestone payment will be remeasured each quarter, with changes in the fair value recognized within the consolidated statements of income.

In connection with the acquisition, the Company agreed to pay $ 18 million in transaction expenses incurred by the acquiree, which were treated as an assumed liability at close.

Acquisition-related expenses of $ 7 million incurred by the Company were recorded in selling, general, and administrative expenses.

The fair value of the acquisition was allocated to the assets acquired of $ 488 million, consisting primarily of developed technology and other amortizable intangibles of $ 440 million, goodwill of $ 441 million, and liabilities assumed of $ 131 million, which includes deferred taxes of $ 94 million.

The fair value of the developed technology was determined using a multi-period excess earnings method, which includes significant assumptions related to revenue growth rates, EBITDA margins, obsolescence factors, and discount rate.

The weighted-average useful life of the acquired intangible assets is approximately eight years .

The goodwill is primarily related to synergies expected to be achieved from the addition of Acera's synthetic tissue matrix technology into Solventum's existing advanced wound care portfolio.

The goodwill is included in the Company’s MedSurg segment and is not deductible for tax purposes.

The purchase price allocations are considered preliminary as of December 31, 2025, with final estimates of fair value expected to be completed in the first half of 2026, but no later than one year after the acquisition date.

A change in the estimated fair value of the net assets acquired will result in a corresponding change to the amount of the purchase price allocated to goodwill.

The results of operations of the acquired businesses and the pro forma impact of the acquisition is not material to the Company’s results of operations or financial condition.

Year Ended 2025 Divestitures

On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

On September 1, 2025, Solventum completed the sale of the Business to the Buyer.

The cash consideration paid to Solventum at closing was approximately $ 4 billion, resulting in a pre-tax gain of approximately $ 1.5 billion.

The pre-tax gain was recorded net of transaction fees of $ 86 million.

Under the Agreement, Buyer is entitled to receive a payment of up to $ 75 million from the Company either upon a sale of the Water Business or after an agreed upon 3-year period.

The Company recorded $ 64 million within the other liabilities on the consolidated balance sheets, which was the present value of the expected future obligation at close of the Transaction.

In connection with the sale of the Business, the Company entered into various transition service agreements to provide certain support services at cost, below fair market value, for a period of up to 24 months from the closing of the sale.

These transition services include product distribution and supply chain management, contract manufacturing, information technology, finance, customer support, among others.

In connection with these agreements, the Company recognized an unfavorable contract liability of $ 113 million, which will be recognized over the terms of the agreements.

In 2025, the Company recognized approximately $ 56 million of transition service income, including amortization of the unfavorable contract liability, within selling, general and administrative expenses on the Company's consolidated statements of income.

Sales and cost of sales associated with products sold to Buyer, as well as cost of products purchased from Buyer under the supply agreements were not material.

Goodwill and Intangible Assets

The goodwill balance by business segment is as follows:

(Millions) MedSurg Dental Solutions Health Information Systems Purification and Filtration Total

(Millions) MedSurg Dental Solutions Health Information Systems Purification and Filtration All Other Total

Balance as of December 31, 2023 $ 3,685 $ 458 $ 873 $ 1,519 $ — $ 6,535

Divestiture — ( 4 ) — — ( 4 )

Translation impact ( 88 ) ( 19 ) ( 2 ) ( 49 ) — ( 158 )

Balance as of December 31, 2024 3,597 439 871 1,470 — 6,377

Translation impact ( 88 ) ( 19 ) ( 2 ) ( 49 ) ( 158 )

Acquisition activity 441 — — — — 441

Divestiture activity — — ( 2 ) ( 1,389 ) — ( 1,391 )

Translation and other 208 38 4 ( 81 ) 108 277

Balance as of December 31, 2025 $ 4,246 $ 477 $ 873 $ — $ 108 $ 5,704

The Company completed its annual goodwill impairment test in the fourth quarter of 2024 for all reporting units and determined that no impairment existed.

There was no goodwill recorded from acquisitions during the years ended December 31, 2024 and 2023.

In August 2023, 3M completed the sale of assets associated with its dental local anesthetic business (part of the Dental Solutions segment) to Pierrel S.p.A for approximately $ 60 million in cash.

This transaction resulted in a net pre-tax gain of $ 56 million.

In connection with this transaction, goodwill was reduced by approximately $ 4 million.

The Company completed its annual goodwill impairment test in the fourth quarter of 2025 for all reporting units and determined that there was no impairment.

For the year ended December 31, 2025, there was $ 441 million of goodwill recorded from the acquisition of Acera on December 23, 2025.

There were no acquisitions completed in 2024.

Acquired Intangible Assets:

The carrying amount and accumulated amortization of acquired finite-lived intangible assets, in addition to the balance of non-amortizable intangible assets are as follows:

December 31, December 31,

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

(Millions) 2025 2024

Customer related intangible assets

Customer related

$ 2,099 $ 2,720

Patents and other technology-based intangible assets

Tradenames and other amortizable intangible assets

Patents and technology

Tradenames and other

Total gross carrying amount 4,785 5,344

Accumulated amortization — customer related ( 778 ) ( 1,208 )

Accumulated amortization — patents and other technology-based ( 1,224 ) ( 1,055 )

Accumulated amortization — patents and technology ( 1,122 ) ( 1,224 )

Accumulated amortization — tradenames and other ( 293 ) ( 368 )

Total accumulated amortization ( 2,193 ) ( 2,800 )

Total finite-lived intangible assets — net 2,544 2,877

Indefinite lived intangible assets — 25

Total intangible assets — net $ 2,592 $ 2,544

In June 2024, the Company made the decision to start phasing out the use of a tradename within its Dental Solutions business.

This tradename, which was categorized as indefinite-lived as of December 31, 2023, has been reclassified to finite-lived and is being amortized over the expected phase-out period.

Amortization expense was as follows:

5 unchanged sentences

Amortization expense $ 361 $ 356 $ 351 $ 313 $ 208 $ 1,003

Other Current Liabilities

Supplemental Financial Information

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

(Millions) 2025 2024

Other current assets

Purification and Filtration-related $ 387 $ —

Prepaid income taxes 116 139

Prepaid IT expenses 58 34

Other 170 120

Total other current assets $ 731 $ 293

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

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

December 31, December 31,

(Millions) 2025 2024

4 unchanged sentences

Accrued interest 71 114

Purification and Filtration-related 245 —

Other 389 378

Total other current liabilities $ 1,393 $ 1,041

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, since the close of the Transaction.

Property, Plant, and Equipment - Net

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

December 31, December 31,

(Millions) 2025 2024

10 unchanged sentences

Depreciation expense $ 151 $ 181 $ 164

Comprehensive Income Information

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.

There were no repurchases made under this program in 2025.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

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Total other comprehensive income (loss), net of tax 420 38 ( 28 ) 430

Transfers from 3M, net of tax — ( 531 ) — ( 531 )

Balance at December 31, 2025, net of tax $ ( 130 ) $ ( 488 ) $ ( 8 ) $ ( 625 )

2 unchanged sentences

amounts were reclassified into other expense (income), net and were related to charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.

• Defined benefit pension plans:

• Defined benefit pension and postretirement plans:

amounts were reclassified into other expense (income), net (see Note 10).

3 unchanged sentences

Income (loss) before income taxes consisted of the following:

Year ended December 31,

(Millions) 2025 2024 2023

3 unchanged sentences

Provision (benefit) for income taxes consisted of the following:

Year ended December 31,

(Millions) 2025 2024 2023

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Foreign tax credits 41 35

Advanced royalties — 26

Research and experimentation capitalization 42 129

1 unchanged sentence

Other deferred tax assets 22 28

Derivatives 19 ( 8 )

Gross deferred tax assets 453 486

9 unchanged sentences

As of December 31, 2025 , the Company had tax-effected operating loss and capital loss carryf orwards of $ 67 million and tax credit carryforwards of $ 43 million for federal, state, and international jurisdictions, with all amounts before limitation impacts and valuation allowances.

Federal and state tax attributes will expire after one to eighteen years and international tax attributes after one to an indefinite carryover period.

Federal and international tax attributes will expire after one to an indefinite carryover period and state tax attributes will expire after one to eighteen years.

As a result of our prospective adoption of ASU 2023-09, the following table presents income taxes paid, net of refunds, disaggregated by jurisdiction in accordance with the new disclosure requirements is provided below:

Year ended December 31,

(Millions) 2025

state and local 21

International

Other international 56

As previously disclosed, cash payments directly to tax authorities were $ 244 million for the year ended December 31, 2024.

In accordance with our prospective adoption of ASU 2023-09, the following table presents a reconciliation of the U.S.

federal statutory income tax rate to Solventum's worldwide effective income tax rate is provided below:

Year ended December 31,

(Millions) Amount Percent

federal statutory income tax rate $ 360 21.0 %

State and local income taxes, net of federal income tax effect (a)

Foreign tax effects

Cayman Islands

Statutory tax rate difference between Cayman Islands and United States ( 173 ) ( 10.0 )

Statutory tax rate difference between Ireland and United States ( 52 ) ( 3.0 )

Statutory tax rate difference between Germany and United States 20 1.1

Trade tax ( 54 ) ( 3.2 )

Purification and Filtration Divestiture 21 1.2

Other ( 7 ) ( 0.4 )

Other foreign jurisdictions 46 2.7

Effect of changes in tax laws or rates exacted in the current period 10 0.6

Effect of cross-border tax laws

Global Intangible Low Taxed Income (GILTI) 52 3.0

Tax credits ( 16 ) ( 0.9 )

Changes in valuation allowances — —

Nontaxable or nondeductible items 22 1.3

Changes in unrecognized tax benefit ( 8 ) ( 0.5 )

Other adjustments

Purification and Filtration Divestiture ( 112 ) ( 6.5 )

Other ( 2 ) ( 0.1 )

Effective tax rate $ 157 9.2 %

(a) State and local taxes in Illinois, Pennsylvania, and Maryland made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the U.S.

federal statutory income tax rate to Solventum's worldwide effective income tax rate is provided below:

2024 2023 2022

Year ended December 31,

(Millions) 2024 2023

Statutory income tax rate 21.0 % 21.0 %

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Effective income tax rate 20.9 % 19.3 %

The effective income tax rate for 2024 was 20.9 %, compared to 19.3 % in 2023, an increase of 1.6 percentage points.

The primary factors that increased the tax rate were the tax impact of legal entity restructuring in connection with the Spin-Off, partially offset by the recognition of a previously unrecognized tax benefit due to the expiration of the statute of limitations.

In 2021, the Organisation for Economic Co-operation and Development (“OECD”) announced Pillar Two Model Rules which call for the taxation of large multinational corporations at a global minimum tax rate of 15%.

Many non-U.S.

tax jurisdictions, including Ireland, have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in fiscal year 2024 or announced their plans to enact legislation in future years.

In 2024, the Company incurred insignificant tax impact in connection with Pillar Two.

The effective income tax rate for 2025 was 9.2 %, compared to 20.9 % in 2024, a decrease of 11.7 percentage points.

The primary factors that decreased the tax rate were the tax impacts of the Purification and Filtration divestiture recognized in various jurisdictions and favorable changes in the jurisdictional mix of earnings.

The Company recognizes the amount of income tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement.

6 unchanged sentences

Gross UTB Balance at January 1 $ 137 $ 205 $ 307

Additions based on tax positions related to the current year 4 22 18

Additions for tax positions of prior years — 17 17

Additions related to recent acquisitions — — —

Reductions for tax positions of prior years ( 64 ) ( 35 ) ( 19 )

Settlements — — —

Increase (decrease) for tax positions of the current year ( 3 ) 4 22

Increase (decrease) for tax positions of prior years ( 5 ) ( 64 ) ( 18 )

Settlements with tax authorities — — —

Reductions due to lapse of applicable statute of limitations ( 6 ) ( 8 ) ( 74 )

2 unchanged sentences

The total amount of UTB, if recognized, would affect the effective tax rate by $ 127 million as of December 31, 2025.

It is reasonably possible that the amount of unrecognized tax benefits could significantly change within the next 12 months.

The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities and not fully sustained.

These uncertain tax positions are reviewed on an ongoing basis and adjusted in light of facts and circumstances including progression of tax audits, developments in case law and closing statutes of limitation.

At this time, the Company is not able to estimate the range by which these potential events could impact the Company’s unrecognized tax benefits within the next 12 months.

There is audit activity in several U.S.

Federal, state and foreign jurisdictions where the Company is subject to ongoing tax examinations and governmental assessments, which could be impacted by evolving political environments in those

jurisdictions.

Federal, state and foreign jurisdictions where the Company is subject to ongoing tax examinations and governmental assessments, which could be impacted by evolving political environments in those jurisdictions.

As of December 31, 2025, no taxing authority proposed significant adjustments to the Company’s tax positions for which the Company is not adequately reserved.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expense.

The Company recognized in the consolidated statements of income on a gross basis approximately $ 1.0 million of benefit, $ 7.5 million of benefit and $ 3.9 million of expense in 2024, 2023 and 2022, respectively.

The Company recognized in the consolidated statements of income on a gross basis approximately $ 0.1 million of benefit, $ 1.0 million of benefit, and $ 7.5 million of benefit in 2025 , 2024 and 2023, respectively.

The amount of interest and penalties recognized may be an expense or benefit due to new or remeasured unrecognized tax benefit accruals.

6 unchanged sentences

Carrying value includes the impact of debt issuance costs.

There were no long-term debt or short-term borrowings as of December 31, 2023.

Long-term debt and short-term borrowings as of December 31, 2024 consisted of the following:

Long-term debt and short-term borrowings as of December 31, 2025 and 2024 consisted of the following:

(Millions) Currency/ Fixed vs.

Floating Effective Interest Rate Final Maturity Date Carrying Value

Description December 31, 2024

Description December 31, 2025 December 31, 2024

Eighteen month senior term loan credit facility

18 unchanged sentences

Long-term debt (excluding current portion) $ 5,035 $ 7,810

On February 27, 2024, the Company issued six series of senior notes with a combined aggregate principal amount of $ 6.9 billion:

$ 1 billion aggregate principal amount of 5.45 % senior notes due 2027, $ 1.5 billion aggregate principal amount of 5.40 % senior notes due 2029, $ 1 billion aggregate principal amount of 5.45 % senior notes due 2031, $ 1.65 billion aggregate principal amount of 5.60 % senior notes due 2034, $ 1.25 aggregate principal amount of 5.90 % senior notes due 2054, and $ 0.5 billion aggregate principal amount of 6.00 % senior notes due 2064 (collectively, the “Senior Notes”).

Interest payments on the Senior Notes are due semi-annually until maturity, with the first round of payments being made from August to November of 2024 for each respective note.

The Company recorded $ 62 million of debt issuance costs related to the Senior Notes.

Debt issuance costs are presented as a reduction of debt in the consolidated balance sheets and are amortized as a component of interest expense over the term of the related debt using the effective interest method.

In connection with the issuance of the senior notes, the Company entered into a registration rights agreement with the initial purchasers, pursuant to which the Company was obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange each series of Senior Notes for registered notes with terms that are substantially identical in all material respects to the notes of such series.

On November 15, 2024, the Company filed with the SEC a registration statement on Form S-4 ("Registration Statement") which included an offer to exchange each series of unregistered notes ("Old Notes") for registered notes of like principal amount ("New Notes" and, together with the Old Notes, "Senior Notes").

The terms of the New Notes are identical in all material respects to the terms of the Old Notes of the corresponding series, except that the New Notes are registered under the Securities Act of 1933, will not contain restrictions on transfer or provisions relating to additional interest, will bear different CUSIP numbers from the Old Notes of the corresponding series, will not entitle their holders to registration rights, and will have different initial interest payment dates (semi-annual, with the first payment commencing February 2025).

The SEC declared the Registration Statement effective on December 2, 2024.

The Senior Notes were offered as part of the financing for the Spin-Off.

In connection with the consummation of the Spin-Off, Solventum made direct and indirect cash payments to 3M as partial consideration for 3M’s transfer of its health care business to Solventum.

All of the net proceeds from the offering of the notes were paid to 3M, other than amounts retained in order to achieve the $ 600 million retained cash target.

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").

1 unchanged sentence

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.

In September 2025, the Company repurchased multiple series of its outstanding Senior Notes via cash tender offers with a combined aggregate principal amount of $ 1.9 billion:

$ 650 million aggregate principal amount of 5.45 % senior notes due 2027, $ 797 million aggregate principal amount of 5.40 % senior notes due 2029, $ 22 million aggregate principal amount of 5.90 % senior notes due 2054, and $ 458 million aggregate principal amount of 6.00 % senior notes due 2064.

Neither the 5.45 % senior notes due 2031 nor the 5.60 % senior notes due 2034 were tendered.

As a result of tendering a portion of its Senior Notes, the Company recognized a loss on debt extinguishment of approximately $ 94 million within loss on debt extinguishment, net within its consolidated statements of income, the cash outflow for which is recorded within other financing activities within its consolidated statements of cash flows.

This loss on extinguishment reflects the difference between the carrying value and the amount paid to acquire the tendered Senior Notes and related expenses.

Credit Facilities

2 unchanged sentences

• an eighteen month senior unsecured term loan credit facility in an aggregate principal amount of $ 500 million and a three year senior unsecured term credit loan 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 Company intends to use the Credit Facilities for general corporate purposes.

The Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate ("SOFR") index.

At December 31, 2025, there are no amounts outstanding under the 5 -year Revolving Credit Facility.

On March 7, 2024, the Company drew on the Term Loan Credit Facilities in the amount of $ 1.48 billion.

These Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.

In August 2024, the Company paid $ 200 million of the aggregate principal amount outstanding under the eighteen month senior unsecured term loan credit facility.

In December 2024, the Company paid an additional $ 100 million to the same eighteen month senior unsecured term loan credit facility, resulting in a remaining aggregate principal amount of $ 200 million outstanding at December 31, 2024.

There were no amounts outstanding under the eighteen month senior unsecured term loan facility when it reached maturity in August 2025.

For the year ended 2025, the Company prepaid $ 870 million of the aggregate principal amount outstanding under the three year senior unsecured term loan credit facility.

Commercial Paper

10 unchanged sentences

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 Company did not have any outstanding debt obligations at December 31, 2023.

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.

At December 31, 2024, 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 $ 7.8 billion compared to a carrying value of $ 7.8 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.

8 unchanged sentences

Prior to the legal transfer, these plans were accounted for as multiemployer plans and a proportionate allocation of service costs associated with t he Solventum employees was reflected in the consolidated statements of income.

Expenses associated with employees' participation in 3M Company sponsored pension plans were $ 5 million, $ 32 million, and $ 56 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Expenses associated with employees' participation in 3M Company sponsored pension plans were $ 5 million and $ 32 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, all of the defined benefit plan obligations, all associated U.S.

plan assets and the majority of the associated international plan assets related to Solventum employees have transferred from 3M to Solventum.

Assets not yet delivered from 3M-sponsored pension plans due to regulatory purposes are already recognized within Solventum's plan assets and are expected to transfer during 2025.

plan assets and the majority of the associated international plan assets related to Solventum employees had transferred from 3M to Solventum.

Assets that were not yet delivered from 3M-sponsored pension plans due to regulatory purposes were recognized as receivables within Solventum's plan assets as of December 31, 2024, and were transferred to Solventum in June 2025.

In total, Solventum has more than 25 defined-benefit pension plans in 14 countries.

31 unchanged sentences

Benefit payments ( 142 ) ( 96 ) ( 16 ) ( 10 ) ( 16 ) ( 11 )

Settlements, curtailments, special termination benefits and other ( 2 ) — 1 — ( 1 ) —

Settlements, curtailments, and special termination benefits ( 10 ) ( 2 ) 13 1 ( 1 ) ( 1 )

Divestitures ( 2 ) — ( 48 ) — — —

Transfers from 3M — 1,874 — 103 — 260

7 unchanged sentences

Benefit payments ( 142 ) ( 96 ) ( 16 ) ( 10 ) ( 16 ) ( 11 )

Settlements, curtailments, special termination benefits and other ( 2 ) — — — ( 1 ) —

Settlements, curtailments, and special termination benefits ( 2 ) ( 2 ) — — — ( 1 )

Divestitures ( 2 ) — ( 22 ) — — —

Transfers from 3M — 1,832 — 110 — 140

1 unchanged sentence

Funded status at end of year $ ( 127 ) $ ( 72 ) $ ( 89 ) $ ( 140 ) $ ( 124 ) $ ( 118 )

Amounts recognized in the Consolidated Balance Sheet as of December 31, (Millions)

Amounts recognized in the Consolidated Balance Sheets as of December 31, (Millions)

Qualified and Non-qualified Pension Benefits Postretirement Benefits

14 unchanged sentences

The balance of amounts recognized for non-U.S.

plans in accumulated other comprehensive income (loss) as of December 31, 2024 in the preceding table is presented based on the foreign currency exchange rates on that date.

plans in accumulated other comprehensive income (loss) as of December 31, 2025 and December 31, 2024 in the preceding table is presented based on the foreign currency exchange rates on that date.

The pension accumulated benefit obligation represents the actuarial present value of benefits based on employee service and compensation as of the measurement date and does not include an assumption about future compensation levels.

The following table summarizes the total accumulated benefit obligations, the accumulated benefit obligations and fair value of plan assets for defined benefit pension plans with accumulated benefit obligations in excess of plan assets, and the projected benefit obligation and fair value of plan assets for defined benefit pension plans with projected benefit obligation in excess of plan assets as of December 31, 2024:

Qualified and Non-qualified Pension Plans

23 unchanged sentences

Amortization of net actuarial loss 62 40 — 1 — — 3 3 —

Settlements, curtailments, special termination benefits and other 1 — — 1 — 2 — — —

Settlements, curtailments, and special termination benefits 1 1 — — 1 — — — —

Total non-operating expense (benefit) 37 6 — ( 1 ) — 4 6 2 —

6 unchanged sentences

Foreign currency — — — ( 3 ) — ( 2 ) — — —

Settlements, curtailments, special termination benefits and other ( 1 ) — — — ( 1 ) — — — —

Settlements, curtailments, and special termination benefits ( 9 ) ( 1 ) — 6 — ( 1 ) ( 1 ) — —

Total recognized in other comprehensive (income) loss ( 2 ) 7 — ( 50 ) 1 50 ( 2 ) ( 6 ) —

20 unchanged sentences

The Company sets its rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.

Actuarial gains in 2024 and losses in 2023 related to projected benefit obligations were primarily the result of changes in discount rates.

Actuarial losses in 2025 and gains in 2024 related to projected benefit obligations were primarily the result of changes in discount rates.

The Company measures service cost and interest cost separately using the spot yield curve approach applied to each corresponding obligation.

9 unchanged sentences

Return on assets assumptions for international pension plans are calculated on a plan-by-plan basis using plan asset allocations and expected long-term rate of return assumptions.

For the years ended December 31, 2024, 2023, and 2022, the Company contributed $ 16 million, $ 11 million, and $ 4 million, respectively, to its international pension plans.

In 2026, the Company expects to contrib ute $ 22 million to its international pension plans.

14 unchanged sentences

Solventum's investment strategy for its pension and postretirement plans is to manage the funds on a going-concern basis.

The primary goal of the trust funds is to meet the obligations as required.

The primary goal is to meet the obligations as required.

The secondary goal is to earn the highest rate of return possible, without jeopardizing its primary goal, and without subjecting the Company to an undue amount of contribution risk.

43 unchanged sentences

Publicly traded equities are valued at the closing price reported in the active market in which the individual securities are traded.

Common collective trusts that invest in equity securities are valued at NAV.

Fixed income investments include domestic government and corporate debt securities, as well as bond futures.

3 unchanged sentences

The private equity portfolio consists of partnership interests valued at NAV.

Other items to reconcile to fair value of plan assets include interest receivables.

Other items to reconcile to fair value of plan assets as of December 31, 2025 include interest receivables and receivables for investments sold.

Other items to reconcile to fair value of plan assets as of December 31, 2024 include interest receivables.

International Pension Plan Assets

23 unchanged sentences

Publicly traded equities are valued at the closing price reported in the active market in which the individual securities are traded.

Commingled funds are valued using the NAV provided by the fund administrator.

Assets in the Level 2 category have a quoted market price.

Fixed income investments include domestic and foreign government, and corporate debt securities.

The debt securities are valued at the closing price reported if traded on an active market or at yields currently available on comparable securities of issuers with similar credit ratings.

Absolute return consists of insurance contracts, which are valued using cash surrender values which is the amount the plan would receive if the contract were cashed out at year end.

Commingled funds are valued using the NAV provided by the fund administrator.

Assets in the Level 2 category have a quoted market price.

Absolute return consists of insurance contracts, which are valued using cash surrender values which is the amount the plan would receive if the contract were cashed out at year end, and commingled funds that invest in real estate, which are valued at NAV.

Private equity funds consist of partnership interests in a variety of funds which are valued at NAV as described above.

Other items to reconcile to fair value of plan assets include a receivable from a 3M-sponsored pension plan that is expected to transfer to the Solventum-sponsored pension plan in 2025.

Other items to reconcile to fair value of plan assets as of December 31, 2025 include payables related to plan assets that are legally due to Buyer as a result of the divestiture of the Purification and Filtration business, which will be transferred to the Buyer in 2026.

Other items to reconcile to fair value of plan assets as of December 31, 2024 include a receivable from a 3M-sponsored pension plan that was transferred to the Solventum-sponsored pension plan in 2025.

The balances of and changes in the fair values of the international pension plans’ level 3 assets consist primarily of insurance contracts under the absolute return asset class which were transferred from 3M plans;

4 unchanged sentences

For eligible employees hired prior to January 1, 2009, employee 401(k) contributions of up to 5 % of eligible compensation are matched in cash at rates of 45 % or 60 %, depending on the plan in which the employee participates.

Employees hired on or after January 1, 2009, receive a cash match of 100 % for employee 401(k) contributions of up to 5 % of eligible compensation and receive an employer retirement income account cash contribution of 3 % of the participant’s total eligible compensation.

Employees hired on or after January 1, 2009, receive a cash match of 100 % for employee 401(k) contributions of up to 5 % of eligible compensation and re ceive an employer retirement income account cash contribution of 3 % of the participant’s total eligible compensation.

All contributions are invested in a number of investment funds pursuant to employees’ elections.

Solventum subsidiaries in various international countries also participate in defined contribution plans.

In 2024, expense related to the U.S.

For the year ended December 31, 2025, expense related to the U.S.

defined contribution plans was $ 100 million, and expense related to international defined contribution plans was $ 31 million.

For the year ended December 31, 2024, expense related to the U.S.

defined contribution plans was $ 93 million, and expense related to international defined contribution plans was $ 24 million.

Prior to 2024, employees received employer contributions as part of 3M-sponsored plans.

12 unchanged sentences

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 December 31, 2024, the Company had a balance of $ 20 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 December 31, 2024, Solventum expects to reclassify to earnings approximately $ 13 million after-tax net unrealized gain over the next 12 months based on exchange rates as of December 31, 2024.

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative instruments designated as cash flow hedges is provided in the following table.

Pretax Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative

Year ended December 31,

(Millions) 2024 2023 2022

Foreign currency forward contracts $ 26 $ — $ —

Net Investment Hedges - The Company enters into cross-currency swaps to hedge portions of the Company's investment in foreign subsidiaries and manage foreign exchange risk.

As of December 31, 2025, the Company had a balance of $ 8 million associated with the after-tax net unrealized loss associated with cash flow hedging instruments recorded in accumulated other comprehensive income.

Of the total after-tax net unrealized balance as of December 31, 2025, Solventum expects to reclassify to earnings approximately $ 6 million after-tax net unrealized loss over the next 12 months based on exchange rates as of December 31, 2025.

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.

In December 2025, the Company entered into a $ 100 million notional fixed-to-floating interest rate swap with a maturity date of March 2033.

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 December 31, 2025, the total notional amount of interest rate swaps designated as fair value hedges was $ 100 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.

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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.

Solventum's use of cross-currency swaps designated as hedges of the Company's net investment in foreign subsidiaries can vary by time period in connection with the extent of the Company's desired foreign exchange risk coverage.

At December 31, 2024, the total notional amount of cross-currency swaps designated as net investment hedges was approximately $ 380 million.

The maturity of each of these derivative instruments designated as net investment hedges is March 1, 2029.

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

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative instruments designated as net investment hedges is provided in the following table.

Pretax Gain (Loss) Recognized as Cumulative Translation within Other Comprehensive Income (Loss)

Year ended December 31,

(Millions) 2024 2023 2022

Cross-currency swaps $ 10 $ — $ —

At December 31, 2025, 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.

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The Company does not hold or issue derivative financial instruments for trading purposes.

During the third quarter of 2025, the Company entered into $ 200 million notional fixed-to-floating forward interest rate swaps and $ 400 million notional treasury locks in connection with the anticipated closing of the Purification and Filtration sale and planned purchase of a portion of our outstanding registered debt.

These instruments were settled during the third quarter of 2025 for a gain of $ 11 million that was reflected within loss on debt extinguishment, net on the consolidated statements of income.

Statement of Income Location and Impact of Cash Flow 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 year ended December 31, 2025 was not material.

This impact was reflected within cost of sales on the consolidated statements of income.

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 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

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(Millions) Location Fair Value Amount Location Fair Value Amount

December 31, December 31, December 31, December 31, December 31, December 31,

December 31, December 31, December 31,

2025 2024 2025 2024 2025 2024

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Foreign currency forward contracts 96 157 Other assets 1 6 Other liabilities 2 —

Interest rate swaps 100 — Other assets — — Other liabilities 1 —

Cross-currency swaps 1,185 380 Other assets — 10 Other liabilities 71 —

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Foreign currency forward contracts $ 481 $ 397 Other current assets $ 1 $ — Other current liabilities $ 3 $ —

Total derivatives not designated as hedging instruments

$ 397 $ — $ — $ — $ — $ —

Total derivative instruments

$ 1,289 $ — $ 33 $ — $ — $ —

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 will be considered Level 2 fair value measurements.

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.

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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.

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.

Currency Effects:

Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $ 23 million in 2024, increased pre-tax income by approximately $ 9 million in 2023, and increased pre-tax income by approximately $ 27 million in 2022.

These estimates include transaction gains and losses, including derivative instruments designed to reduce foreign currency exchange rate risks.

Commitments and Contingencies

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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 2025 and 2024, the Company recognized $ 22 million and $ 8 million in legal charges, respectively.

During the third quarter of 2024, the Company made a payment of $ 6 million related to a legal settlement, which reduced the accrued litigation balance.

At December 31, 2024 and December 31, 2023, accrued litigation charges were $ 25 million and $ 23 million, respectively.

During 2025 and 2024, the Company made payments of $ 16 million and $ 6 million, respectively, related to a legal settlement, which reduced the accrued litigation balance.

At December 31, 2025 and December 31, 2024, accrued litigation costs were $ 31 million and $ 25 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.

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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.

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.

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3M is a named defendant in over 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, dated as of March 31, 2024, 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 plaintiffs seek damages and other relief based on theories of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and/or negligent misrepresentation/concealment, unjust enrichment, and violations of various state consumer fraud, deceptive or unlawful trade practices and/or false advertising acts.

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.

Judicial Panel on Multidistrict Litigation ("JPML") has consolidated all cases pending in federal courts to the U.S.

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Court of Appeals for the Eighth Circuit.

The parties are actively litigating several MDL bellwether and state court cases, with trials anticipated in 2025 and 2026.

In addition to the federal MDL cases, there are six state court personal injury cases relating to the Bair Hugger patient warming systems.

The parties are actively litigating several MDL bellwether and state court cases, with trials anticipated in 2026.

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.

3M had been named a defendant in 61 cases in Minnesota state court.

In January 2018, the Minnesota state court excluded plaintiffs’ experts and granted 3M’s motion for summary judgment on general causation.

The Minnesota Court of Appeals

affirmed the state court orders in their entirety and the Minnesota Supreme Court denied plaintiffs’ petition for review and entered the final dismissal in 2019, effectively ending the Minnesota state court cases.

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.

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and KCI USA, Inc.

As previously disclosed in the SEC filings by the KCI entities, in 2009, Kinetic Concepts, Inc.

received a subpoena from the U.S.

Department of Health and Human Services Office of Inspector General.

In 2011, following the completion of the government’s review and its decision declining to intervene in two qui tam actions described further below, the qui tam relator-plaintiffs’ pleadings were unsealed.

The government inquiry followed two qui tam actions filed in 2008 by two former employees against Kinetic Concepts, Inc.

In 2008, two former employees filed qui tam actions against Kinetic Concepts, Inc.

and KCI USA, Inc.

(collectively, the “ KCI Defendants ” ) under seal in the U.S.

District Court for the Central District of California.

(collectively, the “ KCI Defendants ” ) alleging that the KCI Defendants violated the federal False Claims Act by submitting false or fraudulent claims to federal healthcare programs related to billing for 3M V.A.C.

One qui tam action (the Godecke case) was dismissed in January 2022.

In the remaining action (the Hartpence case), the complaint contains allegations that the KCI Defendants violated the federal False Claims Act by submitting false or fraudulent claims to federal healthcare programs by billing for 3M V.A.C.

Therapy in a manner that was not consistent with the Local Coverage Determinations issued by the Durable Medical Equipment Medicare Administrative Contractors and seeks monetary damages.

In June 2019, the district court entered summary judgment in the KCI Defendants’ favor on all of the relator-plaintiff’s claims.

The relator-plaintiff then filed an appeal in the U.S.

Court of Appeals for the Ninth Circuit.

Oral argument in the Hartpence case was held in July 2020.

The appellate court issued an opinion in August 2022 reversing the decision of the district court and remanding the case for further proceedings.

The district court held a status conference in January 2023 during which no case deadlines were set;

the litigation remains in a pre-trial stage.

The KCI Defendants filed a renewed motion for summary judgment in March 2023.

In July 2023, the parties filed a joint status report notifying the court of the parties’ agreement to mediate the matter in November 2023.

As a result of a mediation held in November 2023, the relator-plaintiff and KCI reached an agreement in principle to settle the case and resolve all the remaining claims in this action, including the dismissal of the relator-plaintiff’s complaint with prejudice, subject to the agreement of the government and the parties’ negotiation and agreement of all remaining terms of the settlement.

The KCI Defendants and relator-plaintiff have jointly requested that the court continue to hold in abeyance any hearing on the KCI Defendants’ pending Renewed Motion for Summary Judgment and any further proceedings in this case, to allow the parties to confer with counsel for the government and negotiate the remaining terms of the settlement agreement.

The KCI Defendants and the relator-plaintiff submitted an updated status report to the court during January 2024 and updated status reports to the court periodically thereafter, most recently in January 2025.

Under the terms of the Separation and Distribution Agreement, Solventum has agreed to indemnify 3M for liabilities related to this matter, to manage the litigation, and pay for related legal expenses.

For the 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 and is not material to the Company’s consolidated results of operations or financial condition.

The Company is not able to estimate a possible loss or range of possible loss in excess of the recorded liability at this time.

In the remaining action (the Hartpence case), the litigation remained in a pre-trial stage through July 2023 when the parties agreed to mediate the matter.

The parties updated the court periodically during their mediation and subsequent negotiation of an agreement to settle the matter.

The parties entered into an agreement resolving the matter on May 15, 2025.

On July 2, 2025, pursuant to that agreement, the relator-plaintiff filed a joint stipulation of voluntary dismissal, dismissing the matter with prejudice as to the relator-plaintiff and without prejudice as to the United States.

On July 3, 2025, the court entered an order dismissing the matter consistent with the parties’ stipulation.

Warranties/Guarantees

The Company had approximately $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at December 31, 2024.

The Company had approximately $ 82 million and $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at December 31, 2025 and 2024, respectively.

These instruments are utilized in connection with normal business activities.

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Solventum's lease arrangements include both operating and finance leases.

Amounts associated with finance leases were not material to the consolidated financial statements.

Finance lease right-of-use assets are included in property, plant, and equipment - net, and finance lease liabilities are included in other current liabilities and other liabilities on the consolidated balance sheets.

During the fourth quarter of 2024, Solventum entered into a finance lease arrangement through April 2046 for the future location of the Company's principal office in Eagan, Minnesota.

The new location will include office, R&D and manufacturing space and the finance lease is expected to commence during the second quarter of 2026, at which time the Company will discontinue certain real estate license agreements with 3M.

Amounts associated with finance leases were not material to the consolidated financial statements for all periods presented.

During 2024, Solventum entered into a finance lease arrangement through April 2046 for the future location of the Company's principal office in Eagan, Minnesota.

The new location will include office, R&D and manufacturing space.

The lease will commence on the date that construction is complete and control of the location is transferred to the Company, which is anticipated to be the first quarter of 2026.

The Company will record approximately $ 200 million of finance lease right-of-use assets with corresponding finance lease liabilities upon commencement.

Year ended December 31,

(Millions) 2025 2024 2023

Operating lease cost $ 122 $ 75 $ 28

Finance lease, variable lease costs, short-term lease cost and income related to sub-lease activity is immaterial for the Company.

Variable lease costs, short-term lease cost and income related to sub-lease activity is immaterial for the Company.

Supplemental balance sheet, lease term and discount rate information related to operating leases is as follows:

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Supplemental cash flow information related to operating lease is as follows:

Year ended December 31,

(Millions) 2025 2024 2023

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Right of use assets obtained in exchange for operating lease liabilities:

$ 148 $ 37 $ 14

There was no sale-leaseback activity for the periods presented.

Maturities of operating leases as of December 31, 2025 are as follows:

After 2030 44

Total expected lease payments

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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:

Year ended December 31,

(Millions) 2025

Cost of product $ 1

Cost of software and rentals —

Selling, general and administrative expenses 44

Research and development expenses 7

Total operating income impact $ 53

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

(Millions) Employee Termination Benefits Other Restructuring-related Total

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

Other includes charges associated with salaries and wages of employees fully dedicated to the Program 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.

In 2024, the Company recorded a pre-tax charge of $ 62 million associated with this program.

Solventum expects to commit to further actions under this program and also expects that substantially all actions will be complete by the end of 2025.

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

The actions under the Solventum Way restructuring program were substantially complete as of December 31, 2025.

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

Year ended December 31

(Millions) 2025 2024

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

(Millions) Employee Termination Benefits Asset-Related and Other Total

(Millions) Employee Termination Benefits Other Restructuring-related Total

Expense incurred in 2024 $ 46 $ 16 $ 62

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Accrued liabilities as of December 31, 2024 $ 45 $ 8 $ 53

Asset-related and other primarily includes charges associate with asset write-offs and other contractual third party termination costs.

Expense incurred in 2025 $ 28 $ ( 1 ) $ 27

Non-cash changes — ( 4 ) ( 4 )

Cash payments ( 65 ) ( 2 ) ( 67 )

Accrued liabilities as of December 31, 2025 $ 8 $ 1 $ 9

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.

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On April 1, 2024, there were 172,709,505 shares of Solventum common stock issued and outstanding as part of the Distribution.

This share amount is utilized for the calculation of basic and diluted earnings per share ("EPS") for all periods presented prior to the Spin-Off.

For the years ended December 31, 2023 and 2022, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

Subsequent to Spin-Off, the dilutive effect of outstanding stock options, restricted stock units ("RSUs") and performance share units ("PSUs") is reflected in the calculation of EPS using the treasury stock method.

As of December 31, 2024, dilutive earnings per share excludes 4 million shares issuable under stock-based compensation plans because the effect would have been antidilutive.

For periods prior to the Spin-Off, it is assumed that there are no dilutive equity instruments as there were no equity awards of Solventum outstanding prior to the Spin-Off.

The computations for basic and diluted EPS are as follows:

For the year ended 2023, these shares are treated as issued and outstanding for purposes of calculating historical 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:

Year ended December 31,

(Amounts in millions, except per share amounts) 2024 2023 2022

(Millions, except per share amounts) 2025 2024 2023

Net income $ 1,556 $ 479 $ 1,346

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Diluted earnings per share $ 8.88 $ 2.76 $ 7.79

Antidilutive shares 3.3 4.0 —

Stock-Based Compensation

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In March 2024, 3M's Board of Directors approved the 2024 Long-Term Incentive Plan ("Solventum 2024 Plan") providing for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, RSUs, PSUs, and other stock or cash-based awards to eligible employees and non-employee directors.

Stock-based compensation granted pursuant to the Solventum 2024 Plan is based on Solventum's stock.

The maximum shares that can be issued under the Solventum 2024 Plan is 13,000,000 shares.

In connection with the Spin-Off, all awards granted under the 3M Company Plan for Solventum employees were converted into equivalent awards under the Solventum 2024 Plan in April 2024.

The stock award modification at Spin-Off resulted in incremental compensation cost of $ 22 million, of which $ 20 million was recognized during the year ended December 31, 2024, and $ 2 million will be recognized over the remaining requisite service period of the unvested awards as of December 31, 2024.

Stock-based compensation granted pursuant to the Solventum 2024 Plan is based on Solventum's common stock.

The maximum shares that can be issued under the Solventum 2024 Plan is 18.4 million shares, which represents the sum of 13.0 million shares plus 5.4 million shares related to awards granted under the 3M Company Plan for Solventum employees as described below.

As of December 31, 2025, the remaining shares available for future grants under the Solventum 2024 Plan was approximately 8.0 million shares.

In connection with the Spin-Off, all awards granted under the 3M Company Plan for Solventum employees were converted into equivalent awards under the Solventum 2024 Plan.

The stock award modification at Spin-Off resulted in incremental compensation cost of $ 22 million, of which $ 20 million was recognized during the year ended December 31, 2024, and $ 2 million was recognized during the year ended December 31, 2025.

Solventum grants annual stock-based compensation awards to certain employees and non-employee directors.

In 2024, the annual grant occurred in May after the Spin-Off and included grants of RSUs and PSUs.

In addition to the annual grant, the Company awarded one-time founders' RSUs and inducement PSUs to certain employees and non-employee directors in connection with the Spin-Off.

In 2025, the annual grant occurred in March and included grants of RSUs and PSUs.

The Company makes other minor grants of RSUs during the year.

In 2024, the annual grant occurred in May after the Spin-Off and included grants of RSUs and PSUs.

Additionally, in 2024, the Company awarded one-time founders' RSUs and inducement PSUs to certain employees and non-employee directors.

Compensation expense related to stock-based awards is recorded over the requisite service period of the awards.

The Company estimates forfeitures based on experience and adjusts expense to reflect actual forfeitures.

The annual grant contains a retirement provision whereby employees who have reached age 55 and completed ten years of service with the Company will continue to vest in their award after they retire.

For these awards, expense is recognized over the required service period, from the grant date through the employees' retirement eligibility date.

The compensation cost of awards to grant recipients who meet these conditions on the grant date is recognized on the grant date.

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.

Stock-Based Compensation Expense

Amounts recognized in the 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 as cost of sales.

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.

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Stock-based compensation expenses 161 112 39

Income tax benefits ( 18 ) ( 9 ) ( 9 )

Income tax benefits (expense) ( 22 ) ( 18 ) ( 9 )

Stock-based compensation expenses, net of tax

$ 139 $ 94 $ 30

Stock Options

The following table summarizes stock option activity:

(Options in thousands) Number of Options Weighted Average Exercise Price Weighted Average

Remaining Contractual Term (months) Aggregate

Intrinsic Value

Outstanding as of April 1, 2024 (1)

4,073 $ 106.45

Exercised — —

Forfeited ( 35 ) 86.46

Expired ( 47 ) 106.52

Outstanding as of December 31, 2024 3,991 106.63 55 $ —

Exercisable as of December 31, 2024 3,571 108.56 51 —

Expected to vest 419 $ 90.30 90 $ —

(1) Solventum common stock began trading on the New York Stock Exchange (NYSE) on April 1, 2024.

The shares outstanding as of April 1 2024 pertain to 3M Company equity-based awards issued by 3M in prior periods to employees and non-employee directors of the Company that were converted to Solventum equity-based awards as part of the Spin-Off.

Stock options outstanding and exercisable in the table above relate to the awards previously granted under 3M Company.

The outstanding stock options vest over a period of three years from the grant date and expire ten years from the grant date.

There have been no stock options granted under the Solventum 2024 Plan.

As of December 31, 2024, there was $ 1.5 million of compensation expense that has yet to be recognized related to non-vested stock options.

This expense is expected to be recognized over the remaining weighted-average service period of 10 months.

Restricted Stock Units

RSUs contain service-only conditions for vesting .

The fair value of RSUs is based upon the closing stock price on the grant date, and the awards generally vest over periods ranging from one to three years from the grant date assuming continued employment.

RSUs contain service-only vesting conditions .

The fair value of RSUs is based upon Solventum's closing stock price on the grant date, and the awards generally vest over periods ranging from one to three years from the grant date assuming continued employment.

The following table summarizes the RSU activity:

(Units in thousands) Number of Shares Weighted Average Grant Date Fair Value

Nonvested as of April 1, 2024 (1)

Non-vested as of December 31, 2024

3,337 $ 67.89

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Forfeited ( 286 ) 68.96

Nonvested as of December 31, 2024

Non-vested as of December 31, 2025

3,525 $ 69.15

(1) Solventum common stock began trading on the New York Stock Exchange (NYSE) on April 1, 2024.

The shares outstanding as of April 1, 2024 pertain to 3M Company equity-based awards issued by 3M in prior periods to employees and non-employee directors of the Company that were converted to Solventum equity-based awards as part of the Spin-Off.

As of December 31, 2025, there was $ 92 million of compensation expense that has yet to be recognized related to non-vested RSUs.

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There were no Solventum equity-based awards prior to the Spin-Off:

(in millions, except per-share amounts) 2024 2023 2022

Weighted average grant date fair value of restricted stock units (per unit) that were granted $ 62.77 $ — $ —

Total fair value of restricted stock units that vested $ 9 $ — $ —

(Millions, except per-share amounts) 2025 2024 2023

Weighted average grant date fair value of RSUs granted (per unit) $ 75.13 $ 62.77 $ —

Total fair value of RSUs vested 75 9 —

Tax benefit realized related to RSUs vested $ 1 $ — $ —

Performance Share Units

As part of the annual grant, the Company grants PSUs to members of its executive management.

PSUs contain both service conditions and performance conditions for vesting.

The 2024 performance criteria include cumulative three-year targets for constant currency revenue and adjusted earnings per share.

The number of shares of common stock that could actually be distributed at the end of the three-year performance period may be anywhere from 0 % to 200 %, depending on the performance of the Company compared to the cumulative 3-year performance targets.

Because the cumulative 3-year performance targets have not been set as of December 31, 2024, the grant date has not been established.

The Company began accruing the compensation cost related to these awards on the service inception date and remeasures the awards at fair value each reporting period, based on the Company's closing stock price as of the reporting date.

The Company grants PSUs to members of its executive management team.

PSUs vest upon completion of the requisite service period of three years , or one year for employees who meet the retirement criteria, and upon the achievement of certain performance metrics or market conditions.

Performance metrics relate to Company performance against financial targets related to constant currency revenue and adjusted earnings per share.

The market condition relates to Solventum's total shareholder return relative to a selected industry peer group.

Performance is measured over three years , and th e number of shares of common stock that will vest at the end of the performance period is between 0 % to 200 % of the target number of PSUs granted based upon actual performance.

The fair value of the performance vesting conditions is based upon Solventum's closing stock price on the grant date.

The fair value of the market vesting condition is estimated using a Monte Carlo simulation.

In 2024, the Talent Committee of the Board of Directors approved PSU awards for members of the executive management team;

however, the cumulative three-year performance metrics for these awards were not established.

The Company began accruing the compensation cost related to these awards on the service inception date.

In 2025, the grant-date fair value of these awards was determined upon the approval of the cumulative three-year performance metrics.

The 2025 annual PSUs were also granted in 2025.

The following table summarizes the PSU activity;

the granted number of shares represents the shares that will vest based upon attainment of the performance and market conditions at target (i.e.

(Units in thousands) Number of Shares Weighted Average Grant Date Fair Value

Non-vested as of December 31, 2024

Granted 1,121 80.46

Forfeited ( 51 ) 80.79

Non-vested as of December 31, 2025

1,070 $ 80.45

As of December 31, 2025, there was $ 53 million of compensation expense that has yet to be recognized related to PSUs.

This expense is expected to be recognized over the remaining weighted-average service period o f 19 months .

Stock Options

The following table summarizes stock option activity:

(Options in thousands) Number of Options Weighted Average Exercise Price Weighted Average

Remaining Contractual Term (months) Aggregate

Intrinsic Value

Outstanding as of December 31, 2024

3,991 $ 106.63

Exercised ( 17 ) 73.44

Forfeited ( 7 ) 74.74

Expired ( 422 ) 106.37

Outstanding as of December 31, 2025

3,545 106.88 47 $ 1

Exercisable as of December 31, 2025

3,465 107.66 46 1

Expected to vest 80 $ 73.44 85 $ —

Stock options outstanding and exercisable in the table above relate to the awards previously granted under 3M Company.

The outstanding stock options vest over a period of three years from the grant date and expire ten years from the grant date.

As of December 31, 2025, there was $ 0.1 million of compensation expense that has yet to be recognized related to non-vested stock options.

This expense is expected to be recognized over the remaining weighted-average service period of 1 month.

Related Parties

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Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities.

There was no expense allocation activity after April 1, 2024.

There was no expense allocation activity from 3M after April 1, 2024.

3M expense allocations were recorded in the consolidated statements of income within the following captions:

Twelve months ended December 31,

Year ended December 31,

(Millions) 2025 2024 2023

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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.

These include, but are not limited to, the following:

• Separation and Distribution Agreement - The separation and distribution agreement contains key provisions related to the separation of Solventum from 3M, including the transfer of assets and assumptions of liabilities.

In connection

with this agreement, certain assets and liabilities included in the Company's consolidated balance sheet as of March 31, 2024 were retained by 3M and certain assets and liabilities not included in the Company’s consolidated balance sheet as of March 31, 2024 were transferred to Solventum as of the date of separation.

Separation related adjustments resulted in a decrease to net assets and total equity of $ 1.1 billion and are reflected in the “Net transfers to 3M” line item of the consolidated statements of changes in equity.

The impact on net assets primarily represent liabilities payable to 3M for services received prior to Spin-Off as well as cash and accounts receivable retained by 3M.

• Transition Agreements - Transition services agreements include services that 3M will provide to Solventum and its affiliates, and Solventum and its affiliates will provide to 3M and its affiliates, on an interim, transitional basis.

1) Transition services agreement.

Includes various services, including, but not limited to, information technology support and access, logistics services, certain finance support functions, compliance reporting, human resources and toxicology laboratory support services.

The transition services agreement has an overall term of two years , subject to a potential one-year extension as determined by the parties.

2) Transition distribution services agreement.

Provides that 3M and its affiliates will retain inventories of and purchase certain Solventum products from Solventum and its subsidiaries and distribute those products to Solventum’s customers.

The transition distribution services agreement has an overall term of two years , with shorter terms for individual countries, subject to a potential one-year extension as determined by the parties.

3) Transition contract manufacturing agreement.

Solventum and 3M will manufacture certain products of the other party at specified manufacturing sites and will supply such products to the other party, in each case on a transitional basis to allow for the orderly exit of production at the supplier site and relocation.

The transition contract manufacturing agreement has an overall term of three years , with the terms of individual services ranging from eighteen to thirty-six months , subject to potential extensions in certain circumstances as determined by the parties.

For the year ended December 31, 2024, Solventum recognized cost of product and operating expense (which is comprised of selling, general and administrative and research and development expenses) of $ 369 million related to services received under the above transition agreements between the Company and 3M and its affiliates.

• Tax Matters Agreement - The agreement governs the parties’ respective rights, responsibilities and obligations with respect to taxes (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters).

In addition, the tax matters agreement imposes certain restrictions on Solventum and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free status of the distribution and certain related transactions.

• Employee Matters Agreement - The agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs, and other related matters.

The employee matters agreement provides that, unless otherwise specified, each party will be responsible for liabilities associated with current and former employees of such party and its subsidiaries.

qualified and non-qualified defined benefit pension plans, Solventum established plans that mirror the corresponding 3M plans and assumed all obligations under 3M’s plans for the accrued benefits of current and former Solventum employees.

The employee matters agreement also governs the terms of equity-based awards granted by 3M prior to separation.

• Real Estate License Agreements - Solventum or one of its affiliates, as licensee, has entered into certain real estate license agreements with 3M or one of its affiliates, as licensor, pursuant to which Solventum will be able to continue to use certain premises owned or leased by 3M for a limited period of time following the distribution date.

Pursuant to the real estate license agreements, 3M will provide customary building services to the licensee consistent with the property’s use prior to the separation, including, without limitation, basic utilities, janitorial and trash removal services, maintenance services and employee amenities.

The terms of the real estate license agreements are generally two years or less.

• Master Supply Agreements - 3M and Solventum entered into master supply agreements in connection with the separation under which each agrees to supply the other with certain products.

The term of the master supply agreements will initially be three years , which will extend automatically, with the length of the term extension subject to the parties' ability to identify a third-party supplier, and the ability for such third-party supplier to provide validated production samples.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 50 million and $ 37 million, respectively, for the year ended December 31, 2024.

Cost of sales related to purchases from 3M under the master supply agreements was $ 128 million for the year ended December 31, 2024.

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 , resulted in a decrease to net assets and total equity of $ 1.1 billion in the second quarter of 2024.

This activity was reflected in the "Net transfers to 3M" line item of the consolidated statements of changes in equity.

The impact on net assets primarily represents liabilities payable to 3M for services received prior to Spin-Off as well as cash and accounts receivable retained by 3M.

• Transition agreement expenses for the years ended December 31, 2025 and 2024 were $ 534 million and $ 369 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 consolidated statements of income.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 78 million and $ 58 million, respectively, for the year ended December 31, 2025 and $ 50 million and $ 37 million, respectively, for the year ended December 31, 2024.

Cost of product related to purchases from 3M under the master supply agreements was $ 241 million and $ 128 million for the years ended December 31, 2025 and 2024, respectively.

Related Party Transactions

The Company had the following transactions with 3M and its affiliates, primarily in connection with the Transition Services Agreement, Transition Distribution Services Agreement, Transition Contract Manufacturing Agreements and Master Supply Agreements, reported in the Company’s consolidated financial statements:

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 consolidated financial statements:

Year ended December 31,

(Amounts in millions) 2024 2023

(Millions) 2025 2024 2023

Net sales of product $ 78 $ 50 $ —

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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 consolidated financial statements.

Non-current amounts due to 3M in connection with the transition distribution services agreement were approximately $ 170 million at December 31, 2024 and were recognized in “Other liabilities” in the consolidated balance sheet.

Non-current amounts due to 3M in connection with the transition distribution services agreement were approximately $ 0 and $ 170 million at December 31, 2025 and 2024 and were recognized in other liabilities in the consolidated balance sheets.

Net Parent Investment

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(Millions) 2025 2024 2023

Net transfers to 3M on the consolidated changes in equity $ ( 8,571 ) $ ( 1,582 ) $ ( 1,363 )

Net transfers from (to) 3M on the consolidated changes in equity $ ( 33 ) $ ( 8,571 ) $ ( 1,582 )

Stock compensation expense — ( 4 ) ( 39 )

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Net balances transferred from 3M — 329 100

Net transfers to 3M on the consolidated statements of cash flows $ ( 8,251 ) $ ( 1,553 ) $ ( 1,456 )

Net transfers from (to) 3M on the consolidated statements of cash flows $ ( 33 ) $ ( 8,251 ) $ ( 1,553 )

Business Segments

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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 annual 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 operating segments as they do not receive discrete asset information by segment.

The Company’s operating activities are managed through four operating segments:

MedSurg, Dental Solutions, Health Information Systems, and Purification and Filtration.

There have been no changes to the composition of the segments or to financial information reported within each of the business segments.

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.

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No operating segments have been aggregated to form reportable segments.

Corporate and Unallocated primarily includes amortization of acquired intangible assets, restructuring and related charges, benefits or costs related to capitalized manufacturing variances, and 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 set up operations as a standalone company, including system implementations, manufacturing relocation, legal entity separation, 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 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.

All Other includes the Water Business, which was previously reported within the Purification and Filtration business segment.

The 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 and employee retention costs related to the acquisition of Acera, 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, legal entity separations, 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.

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

A description of our reportable segments is as follows:

Business Segment Offerings:

Business Segment Representative revenue-generating activities, products or services

Business Segments

We are organized into three reportable business segments that are aligned with the markets we serve.

MedSurg P rovider of a broad range of innovative, advanced wound care and surgical solutions that are intended to accelerate healing, prevent complications and lower the total cost of care globally.

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Health Information Systems P rovider of software solutions and services that are designed to create more time for clinicians to care for patients, improve accuracy in healthcare reimbursement, and support the shift to value-based care.

Purification and Filtration • Provider of filters and membranes for use in the manufacturing of biopharmaceutical and medical technologies, microelectronics and food and beverage products, as well as filtration for cleaner drinking water.

Business Segment Information

Business Segment Information and Disaggregated Net Sales

Year ended December 31,

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2025 2024 2023

Advanced Wound Care $ 1,883 $ 1,835 $ 1,826

Infection Prevention and Surgical Solutions 2,934 2,802 2,805

MedSurg 4,817 4,637 4,632

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Health Information Systems 1,360 1,306 1,285

Total reportable segment net sales 7,526 7,238 7,246

Purification and Filtration 497 709 689

Corporate and Unallocated 59 — —

Total Company $ 8,254 $ 8,197 $ 8,130

All Other 302 306 262

Total net sales $ 8,325 $ 8,254 $ 8,197

Year ended December 31,

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Health Information Systems 341 361 358

Purification and Filtration 571 554 578

Year ended December 31,

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Health Information Systems 523 513 504

Purification and Filtration 291 235 236

* Operating expenses are comprised of selling, general and administrative expenses and research and development expenses as shown on the consolidated statements of income.

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Health Information Systems 496 431 423

Total reportable segment operating income 1,652 1,668 1,972

Purification and Filtration 96 74 111

Total business segment operating income 1,762 2,134 2,034

Corporate and Unallocated:

All Other 42 30 51

Amortization expense ( 312 ) ( 349 ) ( 365 )

Other corporate and unallocated ( 377 ) ( 77 ) 32

Total Corporate and Unallocated ( 726 ) ( 442 ) ( 341 )

Total Company operating income 1,036 1,692 1,693

Corporate and Unallocated 702 ( 387 ) ( 77 )

Total operating income 2,181 1,036 1,692

Interest expense, net 347 367 —

Loss on extinguishment of debt, net 82 — —

Other expense/(income), net 39 64 25

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Health Information Systems 3 5 4

Purification and Filtration 40 37 35

Geographic Information:

12 unchanged sentences

Worldwide $ 1,608 $ 1,859

Subsequent Events

On February 25, 2025, the Company entered into a definitive agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc.

for $ 4.1 billion.

The closing of the transaction is expected to be completed by the end of the 2025 calendar year, subject to regulatory approvals and customary closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data