Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Processes
The Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective 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.
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Item 9B. Other Information
Insider Trading Arrangements and Policies
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
Solventum's website address is www.solventum.com. Investors and others should note that the Company announces material information to its investors using SEC filings, press releases, its investor relations website, public conference calls and webcasts. The Company uses these channels to communicate with investors, customers and the public about the Company, its products and other issues. The information on, or that may be accessed through, Solventum's website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered a part of this Annual Report on Form 10-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
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PART III
Documents Incorporated by Reference
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Schedule 14A within 120 days after Solventum’s fiscal year-end of December 31, 2025) for its annual meeting to be held on May 15, 2026, are incorporated by reference in this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
Directors
The information relating to Solventum’s Board of Directors and nominees is set forth under the caption "Proposal 1: Election of Class 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 Part I, Item 1 of this Annual Report on Form 10-K and incorporated by reference herein.
Corporate Governance
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
All of our employees, including our Chief Executive Officer, Chief Financial Officer and Controller and Chief Accounting Officer, are required to abide by Solventum’s Code of Conduct to ensure that our business is conducted in a consistently legal and ethical manner. Solventum has posted the text of the Code of Conduct on its website (https://www.solventum.com/en-us/home/our-company/ethics-compliance/#code-conduct). At the same website, any future amendments to the code of ethics will also be posted. Any person may request a copy of the code of ethics, at no cost, by writing to us at the following address:
Solventum Corporation
2510 Conway Ave
St. Paul, MN 55144
Attention: Chief Ethics & Compliance Officer
The information required by Item 408(b) of Regulation S-K is contained under the caption "Compensation discussion and analysis — Trading policy and prohibition on pledging and hedging" of the Solventum Proxy Statement and such information is incorporated by reference herein.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K is contained under the captions "Compensation discussion and analysis," "Compensation tables," and "Proposal 1: Election of Class II Directors" of the Solventum Proxy Statement. Such information is incorporated by reference.
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained under the captions "Compensation discussion and analysis — Talent committee report" and "Corporate governance — Compensation committee interlocks and insider participation" of the Solventum Proxy Statement. Such information (other than the Talent Committee Report, which shall not be deemed to be "filed") is incorporated by reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under Item 403 of Regulation S-K is incorporated by reference to the 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".
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 404(b) of Regulation S-K is contained under the captions "Corporate governance — Certain relationships and related person transactions," and the information required by Item 407(a) of Regulation S-K is contained under the caption "Corporate governance — Director independence" in the Solventum Proxy Statement. Such information is incorporated by reference.
Item 14. Principal Accounting Fees and Services
The information relating to principal accounting fees and services is set forth in the section entitled "Proposal 3: Ratification of PwC as Auditor" in the Solventum Proxy Statement and such information is incorporated by reference herein.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) (1) Financial Statements. The consolidated financial statements filed as part of this report are listed in the index to financial statements at the beginning of this document.
(a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto. The financial statements of unconsolidated subsidiaries are omitted because, considered in the aggregate, they would not constitute a significant subsidiary.
(a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report. See (b) Exhibits, which follow.
(b) Exhibits.
(2) Separation
(2.1) Separation and Distribution Agreement, dated as of March 31, 2024, by and between Solventum Corporation and 3M Company (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(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
(3.1) Amended and Restated Certificate of Incorporation of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)
(3.2) Amended and Restated Bylaws of Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed September 26, 2024)
(4) Instruments defining the rights of security holders, including indentures
(4.1) Indenture, dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum's senior notes, is incorporated by reference from Exhibit 4.1 to Amendment No.2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(4.2) First Supplemental Indenture, dated as of February 27, 2024, to Indenture dated as of February 27, 2024, between Solventum Corporation and U.S. Bank Trust Company, N.A., as successor trustee, with respect to Solventum’s senior debt notes, is incorporated by reference from Exhibit 4.2 to Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(4.3) Description of Securities is incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form 10, filed March 11, 2024.
(10) Material contracts and management compensation plans and arrangements:
(10.1) Transition Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.2) Tax Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.3) Employee Matters Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.4) Transition Distribution Services Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*+
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(10.5) Transition Contract Manufacturing Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (3M Company as contract manufacturer) (incorporated by reference from Solventum Corporation's Form 8-K, filed April 4, 2024)*
(10.6) Stockholder's and Registration's Rights Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*
(10.7) Intellectual Property Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*
(10.8) 3M Trademark Use Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+
(10.9) Transitional Trademark Cross License Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*+
(10.10) Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K , filed April 4, 2024)
(10.11) Reverse Master Supply Agreement, dated as of March 31, 2024, by and between 3M Company and Solventum Corporation (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024)*
(10.12) Solventum Corporate 2024 Long-Term Incentive Plan, as amended (incorporated by reference from Solventum Corporation’s Registration Statement on Form S-8, filed April 1, 2024) †
(10.13) Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K, filed May 17, 2024) †
(10.14) Solventum 2024 Long-Term Incentive Plan Restricted Stock Unit Awards Agreement For Non-Employee Directors (incorporated by reference from Solventum Corporation’s Form 8-K, filed May 17, 2024) †
(10.15) Solventum 2024 Long-Term Incentive Plan Performance Share Unit Awards Agreement (incorporated by reference from Solventum Corporation’s Form 8-K, filed May 17, 2024) †
(10.16) Solventum Annual Incentive Plan (incorporated by reference from Solventum Corporation’s Form 8-K, filed April 4, 2024) †
(10.17) Solventum 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) †
(10.20) 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 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) †
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(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
(21) Subsidiaries of the Registrant.
(23) Consent of independent registered public accounting firm.
(31.1) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(31.2) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.1) Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(32.2) Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
(97)
Recoupment Policy, as adopted on April 1, 2024 ( 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)
(101.SCH) Inline XBRL Taxonomy Extension Schema Document
(101.CAL) Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF) Inline XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB) Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE) Inline XBRL Taxonomy Extension Presentation Linkbase Document
(104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
________________________
+ Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission (the " SEC " ) upon request.
† Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has elected to not include such summary information.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SOLVENTUM CORPORATION
(Registrant)
Date: February 27, 2026
By /s/ Wayde McMillan
Wayde McMillan,
Executive Vice President and Chief Financial Officer (Mr. McMillan is the Principal Financial Officer and has been duly authorized to sign on behalf of the Registrant.)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 27, 2026.
Signature Title
/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
Carlos Albán, Director
/s/Carrie S. Cox
Carrie S. Cox, Chair of the Board of Directors
/s/Susan D. DeVore
Susan D. DeVore, Director
/s/Shirley Edwards
Shirley Edwards, Director
/s/Glenn A. Eisenberg
Glenn A. Eisenberg, Director
/s/Dr. Bernard A. Harris Jr.
Dr. Bernard A. Harris Jr., Director
/s/Karen J. May
Karen J. May, Director
/s/Elizabeth A. Mily
Elizabeth A. Mily, Director
/s/John H. Weiland
John H. Weiland, Director
/s/Amy A. Wendell
Amy A. Wendell, Director
/s/Darryl L. Wilson
Darryl L. Wilson, Director
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