What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 67 added, 39 removed, 120 unchanged (47% of the section changed)

2 unchanged sentences

The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Management's Report on Internal Controls Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Controls Over Financial Reporting

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2025.

Management's Responsibility for Financial Reporting

Management is responsible for the integrity and objectivity of the financial information included in this report.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Where necessary, the financial statements reflect estimates based on management’s judgment.

Management has established and maintains a system of internal control over financial reporting for the Company and its subsidiaries.

This system and its established accounting procedures and related controls are designed to provide reasonable assurance that assets are safeguarded, that the books and records properly reflect all transactions, that policies and procedures are implemented by qualified personnel, and that published financial statements are properly prepared and fairly presented.

The Company’s system of internal control over financial reporting is supported by widely communicated written policies, including business conduct policies, which are designed to require all employees to maintain high ethical standards in the conduct of Company affairs.

Internal auditors continually review the accounting and control system.

Management's Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15-d-15(f) under the Exchange Act.

Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 excluded Acera, a wholly-owned subsidiary, which was acquired by the Company in a purchase business combination in December 2025.

Total assets and total net sales of Acera represent less than 1 percent of the related consolidated financial statement amounts as of December 31, 2025.

Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the year of acquisition while integrating the acquired company under guidance established by the Securities and Exchange Commission Staff.

Based on the assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

1 unchanged sentence

Insider Trading Arrangements and Policies

During the year ended December 31, 2024, no director or officer of the Company adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement, ” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012

As part of its intellectual property (“IP”) protection efforts, 3M has obtained and maintains patents and trademarks in Iran.

Certain of these patents and trademarks are now owned by Solventum’s affiliate Solventum Intellectual Properties Company, but registered title has not yet been assigned to Solventum Intellectual Properties Company.

As authorized under 3M’s specific license granted by the Office of Foreign Assets Control, during the year ended December 31, 2024, a third-party IP service provider/counsel paid on behalf of 3M a renewal fee of $297 to the Iran Intellectual Property Office’s account with Bank Melli, which was designated pursuant to Executive Order 13224, to maintain a trademark owned by Solventum that has registered title held by 3M.

Solventum did not direct this activity and understands that 3M plans to continue these IP rights protection activities as authorized under its specific license.

During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or “ non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Time Sharing Agreement between Solventum Corporation and Wayde McMillan

On February 24, 2026, the Company entered into an aircraft time sharing agreement with Wayde McMillan, the Company’s Chief Financial Officer, allowing Mr.

McMillan to reimburse the Company for costs associated with his non-business use of company aircraft.

The Talent Committee approved Mr.

McMillan’s non-business use of company aircraft for up to 30 hours per year, subject to reimbursement of the aggregate incremental costs of such use, to provide time efficiencies, a confidential work environment and enhanced security for the CFO, which use is subject to the Company’s aircraft use policies.

A copy of the time sharing agreement is filed as Exhibit 10.28 herewith.

Availability of Information

6 unchanged sentences

Documents Incorporated by Reference

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Schedule 14A within 120 days after Solventum’s fiscal year-end of December 31, 2024) for its annual meeting to be held on April 30, 2025, are incorporated by reference in this Form 10-K.

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Schedule 14A within 120 days after Solventum’s fiscal year-end of December 31, 2025) for its annual meeting to be held on May 15, 2026, are incorporated by reference in this Form 10-K.

Directors, Executive Officers and Corporate Governance

The information relating to Solventum’s Board of Directors and nominees is set forth under the caption "Proposal 1:

Election of Class I Directors” in Solventum’s proxy statement for its annual meeting of stockholders to be held on April 30, 2025 (the “Solventum Proxy Statement”) and is incorporated by reference herein.

Election of Class II Directors" in Solventum’s proxy statement for its annual meeting of stockholders to be held on May 15, 2026 (the "Solventum Proxy Statement") and is incorporated by reference herein.

Executive Officers

Information about Solventum’s executive officers is included in Item 1 of this Annual Report on Form 10-K and incorporated by reference herein.

Information about Solventum’s executive officers is included in Part I, Item 1 of this Annual Report on Form 10-K and incorporated by reference herein.

Corporate Governance

The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate Governance — Director Independence,” “Board composition and leadership structure — Board committees,” and “Proposal 1 — Director Nominees’ Skills, Backgrounds and Expertise,” of the Solventum Proxy Statement and such information is incorporated by reference herein.

The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions "Corporate governance — Director independence," "Board composition and leadership structure — Board committees," and "Proposal 1:

Election of Class II Directors — Directors’ skills, backgrounds and expertise," of the Solventum Proxy Statement and such information is incorporated by reference herein.

Code of Ethics and Insider Trading Policy

10 unchanged sentences

The information required by Item 402 of Regulation S-K is contained under the captions "Compensation discussion and analysis," "Compensation tables," and "Proposal 1:

Election of Class I Directors” of the Solventum Proxy Statement.

Election of Class II Directors" of the Solventum Proxy Statement.

Such information is incorporated by reference.

2 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required under Item 403 of Regulation S-K is incorporated by reference to the Company’s definitive proxy statement under the caption “Security Ownership of Certain Beneficial Owners” and the information required under Item 201(d) of Regulation S-K is incorporated by reference to the Company's definitive proxy statement under the caption “Equity Compensation Plans” pursuant to Regulation 14A, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2024.

The information required under Item 403 of Regulation S-K is incorporated by reference to the Solventum Proxy Statement under the caption "Security ownership of certain beneficial owners" and the information required under Item 201(d) of Regulation S-K is incorporated by reference to the Solventum Proxy Statement under the caption "Equity compensation plan information".

Certain Relationships and Related Transactions, and Director Independence

With respect to certain relationships and related transactions as set forth in Item 404 of Regulation S-K, Doug Jones, MedSurg VP Sales US & Canada, is the brother in law of Bryan Hanson, our Chief Executive Officer.

In August 2024, Mr.

Jones joined Solventum and will receive an annual compensation of base salary and bonus of approximately $525,000.

Jones also receives certain other benefits, including awards of equity, customary to similar positions within the Company.

Jones’ employment was approved by the Governance Committee in accordance with our hiring standards after a robust search and process.

The amounts paid to Mr.

Jones were commensurate with those paid to employees in similar positions and responsibility levels.

The information required by Item 404(b) of Regulation S-K is contained under the captions "Corporate governance — Certain relationships and related person transactions," and the information required by Item 407(a) of Regulation S-K is contained under the caption "Corporate governance — Director independence" in the Solventum Proxy Statement.

15 unchanged sentences

(2.1) Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*

(2.2) Transaction Agreement, dated as of February 25, 2025, by and between Solventum Corporation and Thermo Fisher Scientific Inc.

(incorporated by reference from Solventum Corporation's Form 8-K, filed February 27, 2025) *

(2.3) Amended and Restated Transaction Agreement, dated as of June 25, 2025, by and between Solventum Corporation and Thermo Fisher Scientific Inc.

(incorporated by reference from Solventum Corporation's Form 8-K, filed June 25, 2025)*

(3) Articles of Incorporation and bylaws

6 unchanged sentences

Bank Trust Company, N.A., as successor trustee, with respect to Solventum’s senior debt notes, is incorporated by reference from Exhibit 4.2 to Amendment No.

2 to th e C ompany's R egistration Statement on Form 10 , filed March 11 , 2024.

2 to the Company's Registration Statement on Form 10, filed March 11, 2024.

(4.3) Description of Securities is incorporated by reference from Amendment No.

17 unchanged sentences

(10.16) Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024) †

(10.17) Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Quarterly Report on Form 10-Q, filed May 9, 2025) †

(10.18) Solventum Executive Severance Plan (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024) †

(10.19) Solventum VIP Excess Plan (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, 2024) †

(10.19) Solventum Employee Stock Purchase Plan (incorporated herewith)

(10.20) Offer letter with Bryan Hanson, dated August 17, 2023 (incorporated herewith)

(10.21) Offer letter with Wayde McMillan, dated September 22, 2023 (incorporated herewith)

(10.22) Offer letter with Amy Landucci, dated September 22, 2023 (incorporated herewith)

(10.23) Offer letter with Tammy Gomez, dated November 10, 2023 (incorporated herewith)

(10.20) Solventum Employee Stock Purchase Plan (incorporated by reference from Solventum Corporation's Annual report on Form 10-K, filed February 28, 2025 ) †

(10.21) Offer letter with Bryan Hanson, dated August 17, 2023 (incorporated by refere nce from Solventum Corporation's Annual Report on Form 10-K , filed February 28, 2025 ) †

(10.22) Offer letter with Wayde McMillan, dated September 22, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K , filed February 28, 2025 ) †

(10.23) Offer letter with Amy Landucci, dated September 22, 2023 (incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025 ) †

(10.24) Offer letter with Tammy Gomez, dated November 10, 2023 (incorporated by refere nce from Solventum Cor poration's Annual Report on Form 10-K, filed on February 28, 2025) †

(10.25) Offer letter with J.

Christopher Barry, dated January 9, 2024 (incorporated herewith)

(10.25) Solventum E xecutive C hange in C ontrol S everance P lan, as adopted October 30, 2024 (incorporated by reference from Solventum Corporation's Form 8-K, filed November 5, 2024)

Filed herewith, in addition to items, if any, specifically identified above:

Christopher Barry, dated January 9, 2024 (incorporated by refere nce from Solve ntum Corporation's Annual Report on Form 10-K, filed on F ebruary 2 8 , 2025) †

(10.26) Offer letter with Heather Knight, dated October 8, 2025 ( filed here w ith ) †

(10.27) Offer letter with Marcela Kirberger, dated October 12, 2023 ( filed herewith) †

(10.28) Time Sharing Agreement, dated February 24 , 2026, by and between Solventum Corporation and Wayde McMillan (filed herewith) †

(10.29) Solventum Executive Change in Control Severance Plan, as adopted October 30, 2024 (incorporated by reference from Solventum Corporation's Form 8-K, filed November 5, 2024) †

(10.30) Five-Year Revolving Credit Agreement of Solventum Corporation, dated as of February 16, 2024 ( incorporated by r e ference Solventum Corporation's Registration Statement on Form 10 , filed March 6, 2024)

(10.31) Delayed Draw Term Loan Agreement of Solventum Corporation, dated as of February 16, 2024 (incorporated by reference Solventum Corporation's Registration Statement on Form 10, filed March 6, 2024)

Filed herewith, unless otherwise indicated:

(19) Solventum Corporation Insider Trading Policy

9 unchanged sentences

Section 1350.

Recoupment Policy, as adopted on April 1, 2024, is filed herewith.

Recoupment Policy, as adopted on April 1, 2024 ( incorporated by reference from Solventum Corporation's Annual Report on Form 10-K, filed on February 28, 2025 ) .

(101.INS) Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

9 unchanged sentences

The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the " SEC " ) upon request.

† Management contract or compensatory plan or arrangement.

Form 10-K Summary

10 unchanged sentences

Signature Title

/s/ Bryan Hanson Chief Executive Officer (Principal Executive Officer and Director)

/s/ Mary Wilcox Senior Vice President, Corporate Controller and Chief Accounting Officer

/s/ Bryan Hanson Bryan Hanson, Chief Executive Officer (Principal Executive Officer and Director)

/s/ Wayde McMillan Wayde McMillan, Executive Vice President, Chief Financial Officer (Principal Financial Officer)

/s/ Mary Wilcox Mary Wilcox, Senior Vice President, Corporate Controller and Chief Accounting Officer

(Principal Accounting Officer)

/s/Carlos Albán

Chair of the Board of Directors

Carlos Albán, Director

Cox, Chair of the Board of Directors

DeVore, Director

/s/Shirley Edwards

Shirley Edwards, Director

Eisenberg, Director

Harris Jr., Director

May, Director

/s/Elizabeth A.

Wayde McMillan, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the other persons named, filed with the Securities and Exchange Commission on behalf of such other persons, all in the capacities and on the date stated, such persons constituting a majority of the directors of the Company.

By /s/ Wayde McMillan

Wayde McMillan, Attorney-in-Fact

Mily, Director

Weiland, Director

Wendell, Director

Wilson, Director

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 9A. Controls and Procedures