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Item 1. Financial Statements

2026-05-05 compared with 2025-11-06 · 246 added, 320 removed, 487 unchanged (54% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Millions, except per share data) 2026 2025

7 unchanged sentences

Research and development expenses 189 193

Gain on sale of business ( 1,518 ) — ( 1,518 ) —

Operating income 81 152

Interest expense, net 62 104

Loss on debt extinguishment, net 82 — 82 —

Other expense (income), net 4 11

9 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Conten t s

Solventum Corporation

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Millions) 2026 2025

5 unchanged sentences

Total other comprehensive income (loss), net of tax ( 45 ) 157

Comprehensive income $ 1,293 $ 300 $ 1,945 $ 552

Comprehensive income (loss) $ ( 32 ) $ 294

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Conten t s

Solventum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

September 30, December 31,

March 31, December 31,

(Millions, except share information) 2026 2025

24 unchanged sentences

Deferred income taxes 161 164

Finance leases 207 —

Other liabilities 478 547

2 unchanged sentences

Common stock, par value $ 0.01 per share, 750,000,000 shares authorized

Shares issued and outstanding - September 30, 2025:

Shares issued and outstanding - December 31, 2024:

Shares - March 31, 2026:

174,454,292 ;

Shares - December 31, 2025:

issued and outstanding:

Additional paid-in-capital 3,895 3,876

Retained earnings 1,810 1,797

Treasury stock, at cost ( 67 ) —

Shares - March 31, 2026:

Shares - December 31, 2025:

Accumulated other comprehensive income (loss)

3 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Conten t s

Solventum Corporation

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended September 30, 2025 and September 30, 2024

(Millions) Shares Outstanding Par Value Additional Paid-In-Capital Retained Earnings Net Parent Investment Accumulated Other Comprehensive Income (Loss) Total

Balance at June 30, 2025 173 $ 2 $ 3,806 $ 468 $ — $ ( 631 ) $ 3,645

Net income — — — 1,266 — — 1,266

Other comprehensive income (loss), net of tax — — — — — 27 27

Net transfers from 3M — — 9 — — — 9

Stock-based compensation — — 41 — — — 41

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Balance at September 30, 2025 173 $ 2 $ 3,854 $ 1,734 $ — $ ( 604 ) $ 4,986

Balance at June 30, 2024 173 $ 2 $ 3,719 $ 89 $ — $ ( 943 ) $ 2,867

Net income — — — 122 — — 122

Other comprehensive income (loss), net of tax — — — — — 178 178

Stock-based compensation — — 27 — — — 27

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Balance at September 30, 2024 173 $ 2 $ 3,744 $ 211 $ — $ ( 765 ) $ 3,192

Nine Months Ended September 30, 2025 and September 30, 2024

(Millions) Shares Outstanding Par Value Additional Paid-In-Capital Retained Earnings Net Parent Investment Accumulated Other Comprehensive Income (Loss) Total

Three Months Ended March 31, 2026 and March 31, 2025

Common Stock Treasury Stock

(Millions) Shares Outstanding Par Value Shares Amount Additional Paid-In-Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total

Balance at December 31, 2025

173 $ 2 — $ — $ 3,876 $ 1,797 $ ( 625 ) $ 5,049

Net income — — — — — 13 — 13

Other comprehensive income (loss), net of tax — — — — — — ( 45 ) ( 45 )

Net transfers to 3M — — ( 21 ) — — — ( 21 )

Net transfers from 3M — — — — 2 — — 2

Stock-based compensation — — — — 49 — — 49

Common stock for tax withholding obligations — — ( 20 ) — — — ( 20 )

Balance at September 30, 2025 173 $ 2 $ 3,854 $ 1,734 $ — $ ( 604 ) $ 4,986

Issuance of shares under equity awards, net of shares withheld for taxes 1 — — — ( 31 ) — — ( 31 )

Purchase of treasury stock — — 1 ( 67 ) — — — ( 67 )

Balance at March 31, 2026

174 $ 2 1 $ ( 67 ) $ 3,895 $ 1,810 $ ( 670 ) $ 4,969

Balance at December 31, 2024

173 $ 2 — $ — $ 3,771 $ 242 $ ( 1,056 ) $ 2,959

Net income — — — — — 137 — 137

2 unchanged sentences

Stock-based compensation — — — — 49 — — 49

Common stock for tax withholding obligations — — ( 2 ) — — — ( 2 )

Issuance of common stock in connection with Spin-Off and reclassification of net parent investment 173 2 3,663 — ( 3,665 ) — —

Balance at September 30, 2024 173 $ 2 $ 3,744 $ 211 $ — $ ( 765 ) $ 3,192

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

Issuance of shares under equity awards, net of shares withheld for taxes — — — — ( 8 ) — — ( 8 )

Balance at March 31, 2025

173 $ 2 — $ — $ 3,781 $ 378 $ ( 899 ) $ 3,262

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Conten t s

Solventum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine months ended September 30,

Three months ended March 31,

(Millions) 2026 2025

1 unchanged sentence

Net income $ 13 $ 137

Adjustments to reconcile net income to net cash provided by operating activities

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization 135 129

Pension and postretirement benefit expense

Pension and postretirement benefits 14 15

Stock-based compensation expense 51 49

Gain on sale of business ( 1,518 ) —

Purification and Filtration transaction costs ( 86 ) —

Deferred income taxes ( 41 ) ( 144 )

5 unchanged sentences

Due to related parties

( 100 ) ( 6 )

Accrued compensation ( 151 ) ( 107 )

All other operating activities — net ( 94 ) ( 32 )

Net cash provided by operating activities 274 966

Net cash provided by (used in) operating activities ( 189 ) 29

Cash Flows from Investing Activities

Purchases of property, plant and equipment ( 84 ) ( 109 )

Proceeds from sale of business 3,870 —

Other — net 7 ( 5 )

Net cash provided by (used in) investing activities 3,542 ( 253 )

Net cash used in investing activities ( 77 ) ( 114 )

Cash Flows from Financing Activities

Repayment of debt — ( 100 )

Net transfers to 3M ( 21 ) ( 8,247 )

Proceeds from long-term debt, net of issuance costs — 8,303

Proceeds from debt, net of issuance costs 46 —

Net transfers from (to) 3M 2 ( 31 )

Purchases of treasury stock ( 67 ) —

Other — net ( 31 ) ( 8 )

3 unchanged sentences

Cash and cash equivalents at beginning of period 878 762

cash and cash equivalents held for sale — ( 5 )

Cash and cash equivalents at end of period $ 561 $ 534

Supplemental Cash Flow Information

Non-cash investing and financing activity:

Right-of-use assets obtained in exchange for finance lease liability $ 207 $ —

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Conten t s

Solventum Corporation

2 unchanged sentences

Organization and Description of Business

Solventum Corporation (“Solventum” or the “Company”) was a 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").

13 unchanged sentences

The results of operations for any interim periods are not necessarily indicative of results for the full year.

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

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

The Company’s financial statements prior to April 1, 2024 were prepared on a combined basis and were derived from the consolidated financial statements and accounting records of 3M, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by 3M.

The financial statements included in this interim report are referred to as the “Condensed Consolidated Financial Statements” for all periods presented.

All amounts discussed are in millions of U.S.

8 unchanged sentences

Standard Relevant Description Effective Date for Solventum Impact of Adoption

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

Issued in December 2023.

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.

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

7 unchanged sentences

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

January 1, 2028 The Company is currently assessing the impact that the updated standard will have on financial statement disclosures.

January 1, 2026 The Company elected to early adopt this standard on a prospective basis.

This early adoption did not have a material impact on the Company’s consolidated financial statements.

Table of Conten t s

Revenue Recognition

1 unchanged sentence

Unearned revenue primarily relates to revenue that is recognized over time for one-year software license contracts.

Approximately $ 98 million and $ 477 million of the December 31, 2024 balance was recognized as revenue during the three and nine months ended September 30, 2025, while approximately $ 110 million and $ 500 million of the December 31, 2023 balance was recognized as revenue during the three and nine months ended September 30, 2024.

Approximately $ 226 million of the December 31, 2025 balance was recognized as revenue during the three months ended March 31, 2026, while approximately $ 220 million of the December 31, 2024 balance was recognized as revenue during the three months ended March 31, 2025.

Operating Lease Revenue

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 $ 157 million and $ 456 million for the three and nine months ended September 30, 2025, and $ 148 million and $ 442 million for the three and nine months ended September 30, 2024.

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 $ 151 million for the three months ended March 31, 2026, and $ 144 million for the three months ended March 31, 2025.

Customer Concentration

No customer accounted for more than 10% of the Company’s revenues for the three and nine months ended September 30, 2025 or 2024.

Additionally, no customers accounted for more than 10% of accounts receivable as of September 30, 2025 or December 31, 2024.

No customer accounted for more than 10% of the Company’s revenues for the three months ended March 31, 2026 or 2025.

Additionally, no customers accounted for more than 10% of accounts receivable as of March 31, 2026 or December 31, 2025.

Acquisitions and Divestitures

The Company had no acquisitions during the three and nine months ended September 30, 2025 or 2024.

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, Solventum completed the sale of the Business to the Buyer.

The cash consideration paid to Solventum at closing was approximately $ 4 billion, which is subject to further working capital adjustments, 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 condensed 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 September 2025, the Company recognized approximately $ 14 million of transition service income, including amortization of the unfavorable contract liability, within selling, general and administrative expenses on the Company's condensed 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.

Immediately following the closing, the Company repurchased inventory from Buyer to fulfill its product distribution services under the transition agreement with Buyer.

The Company recorded $ 83 million within other current liabilities on the condensed consolidated balance sheets related to this repurchase that the Company expects to pay in the fourth quarter of 2025.

The Company had no acquisitions during the three months ended March 31, 2026 or 2025.

In December 2025, the Company acquired Acera Surgical ("Acera"), a privately held bioscience company.

Refer to the Company's 2025 Annual Report for additional details of the acquisition.

Total purchase consideration includes a future payment that is contingent on the acquired business achieving a sales-based milestone on or before December 31, 2030.

The payment owed upon achievement of the milestone is $ 125 million.

The fair value of the future milestone payment was $ 80 million at December 31, 2025.

The change in the fair value of the contingent payment for the three months ended March 31, 2026 was not material.

The contingent payment is classified as level 3 within the fair value hierarchy.

The Acera purchase price allocations are considered preliminary as of March 31, 2026, with final estimates of fair value expected to be completed by the end of 2026.

During the three months ended March 31, 2026, the Company recorded an adjustment to the purchase price allocation of $ 21 million, primarily related to deferred taxes.

On September 1, 2025, Solventum completed the sale of its Purification and Filtration business to Thermo Fisher Scientific, Inc.

Refer to the Company's 2025 Annual Report for additional details of the divestiture.

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

As certain services were contracted at a price below fair market value, the Company recognized an unfavorable contract liability of $ 113 million.

The liability is being recognized as services are provided over the terms of the agreements.

During the three months ended March 31, 2026 , the Company recognized approximately $ 34 million of transition service income, including income related to the unfavorable contract liability, within selling, general and administrative expenses as an offset to costs incurred to support transition services provided to Buyer.

As of March 31, 2026, the remaining balance of the unfavorable contract liability was $ 86 million.

Goodwill and Intangible Assets

There was no goodwill recorded from acquisitions during the nine months ended September 30, 2025.

The acquisition activity in the following table includes the net impact of adjustments to the preliminary allocation of purchase price within the one year measurement-period following prior acquisitions related to the Acera acquisition, which decreased goodwill by $ 21 million during the three months ended March 31, 2026.

Table of Conten t s

The amounts in the “Translation and other” column in the following table primarily relate to changes in foreign currency exchange rates.

The goodwill balance by business segment is as follows:

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

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

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

Acquisition activity ( 21 ) — — — ( 21 )

Translation and other ( 48 ) ( 8 ) ( 1 ) — ( 57 )

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

Balance as of September 30, 2025 $ 3,800 $ 477 $ 875 $ — $ 108 $ 5,260

Balance as of March 31, 2026 $ 4,176 $ 470 $ 873 $ 108 $ 5,626

Acquired Intangible Assets:

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

September 30, December 31,

March 31, December 31,

(Millions) 2026 2025

10 unchanged sentences

Amortization expense was as follows:

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Millions) 2026 2025

Amortization expense $ 90 $ 81

Expected amortization expense for acquired amortizable intangible assets recorded as of September 30, 2025 is as follows:

Expected amortization expense for acquired amortizable intangible assets recorded as of March 31, 2026 is as follows:

(Millions) Remainder of 2026 2027 2028 2029 2030 2031 After 2031

Amortization expense $ 270 $ 355 $ 350 $ 312 $ 207 $ 204 $ 799

Other Current Liabilities

Supplemental Financial Information

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

March 31, December 31,

(Millions) 2026 2025

Other current assets

Purification and filtration-related $ 400 $ 387

Prepaid income taxes 130 116

Prepaid software 57 58

Other 167 170

Total other current assets $ 754 $ 731

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

Table of Conten t s

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

March 31, December 31,

(Millions) 2026 2025

Deferred taxes $ 303 $ 263

Capitalized cloud-computing costs 218 203

Operating lease right-of-use 186 214

Other 141 134

Total other assets $ 848 $ 814

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

September 30, December 31,

March 31, December 31,

(Millions) 2026 2025

7 unchanged sentences

Total other current liabilities $ 1,192 $ 1,393

Purification and Filtration-related in the table above includes the liability recorded in conjunction with the repurchase of inventory and 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.

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.

Property, Plant, and Equipment - Net

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

September 30, December 31,

March 31, December 31,

(Millions) 2026 2025

1 unchanged sentence

Buildings and leasehold improvements

$ 1,146 $ 873

Machinery and equipment

3 unchanged sentences

Property, plant and equipment - net $ 1,543 $ 1,326

In March 2026, the Company commenced a finance lease arrangement through April 2046 for its principal office in Eagan, Minnesota.

As of March 31, 2026, the Company had right-of-use assets of approximately $ 207 million related to the finance lease, included within Property, plant and equipment - net and reflected in the buildings and leasehold improvements line in the table above.

The related finance lease liability of approximately $ 208 million is included in Finance leases and Other current liabilities on the Company's condensed consolidated balance sheets.

The discount rate used to calculate the present value of lease payments was 6.47 %.

Depreciation expense consisted of the following:

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Millions) 2026 2025

Depreciation expense $ 38 $ 42

Comprehensive Income Information

Table of Conten t s

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.

Under this program, the Company repurchased 922,636 shares of its common stock for total consideration of $ 67 million through open market repurchases during the three months ended March 31, 2026.

There were no repurchases made under this program in 2025.

Changes in Accumulated Other Comprehensive Income (Loss) by Component

The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”), including the reclassifications out of AOCI by component:

Three months ended September 30, 2025

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

Balance at June 30, 2025, net of tax:

$ ( 112 ) $ ( 500 ) $ ( 19 ) $ ( 631 )

Other comprehensive income (loss), before tax:

Amount of gain (loss) recognized in AOCI ( 23 ) 55 6 38

Amount of gain (loss) reclassified from AOCI — 6 3 9

Total other comprehensive income (loss), before tax ( 23 ) 61 9 47

Tax effect ( 1 ) ( 17 ) ( 2 ) ( 20 )

Total other comprehensive income (loss), net of tax ( 24 ) 44 7 27

Balance at September 30, 2025, net of tax:

$ ( 136 ) $ ( 456 ) $ ( 12 ) $ ( 604 )

Three months ended September 30, 2024

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

Balance at June 30, 2024, net of tax:

$ ( 432 ) $ ( 512 ) $ 1 $ ( 943 )

Other comprehensive income (loss), before tax:

Amount of gain (loss) recognized in AOCI 179 — ( 15 ) 164

Amount of gain (loss) reclassified from AOCI — 13 — 13

Total other comprehensive income (loss), before tax 179 13 ( 15 ) 177

Tax effect — ( 3 ) 4 1

Total other comprehensive income (loss), net of tax 179 10 ( 11 ) 178

Balance at September 30, 2024, net of tax:

$ ( 253 ) $ ( 502 ) $ ( 10 ) $ ( 765 )

Nine months ended September 30, 2025

Three months ended March 31, 2026

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Total other comprehensive income (loss), net of tax ( 63 ) 12 7 ( 45 )

Balance at September 30, 2025, net of tax:

Balance at March 31, 2026, net of tax:

$ ( 193 ) $ ( 477 ) $ ( 1 ) $ ( 670 )

Nine months ended September 30, 2024

Three months ended March 31, 2025

(Millions) Cumulative Translation Adjustment Defined Benefit Pension and Postretirement Plans Cash Flow Hedging Total Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Total other comprehensive income (loss), net of tax 154 14 ( 11 ) 157

Transfers from 3M, net of tax — ( 532 ) — ( 532 )

Balance at September 30, 2024, net of tax:

Balance at March 31, 2025, net of tax:

$ ( 396 ) $ ( 512 ) $ 9 $ ( 899 )

Additional details on the amounts reclassified from AOCI into consolidated income include:

• Cumulative translation adjustment:

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 and postretirement plans:

1 unchanged sentence

• Cash flow hedging:

foreign currency forward contracts amounts were reclassified into cost of sales (see Note 11).

foreign currency forward contract amounts were reclassified into cost of sales (see Note 11).

• The tax effects, if applicable, associated with these reclassifications were reflected in provision for (benefit from) income taxes.

The Company’s income tax provision through March 31, 2024 was prepared on a separate return basis.

The income tax provision post Spin-Off is prepared on a stand-alone basis.

The effective tax rates for the three months ended September 30, 2025 and 2024 were 16.4 % and 26.9 %, respectively.

The decrease in our effective tax rate is primarily related to the divestiture of the Purification and Filtration business.

The effective tax rates for the nine months ended September 30, 2025 and 2024 were 9.8 % and 24.3 %, respectively.

The decrease in our effective tax rate is primarily related to the divestiture of the Purification and Filtration business.

The effective tax rates for the three months ended March 31, 2026 and 2025 were 19.3 % and ( 262.1 )%, respectively.

The increase in the effective tax rate is primarily attributable to the non-recurrence of the prior year tax benefit related to the Purification and Filtration divestiture, as well as an unfavorable geographic mix of earnings.

Table of Conten t s

The Company’s income tax provision or benefit for the interim periods is determined based on an estimated annual effective tax rate, adjusted for discrete items.

Because significant foreign earnings are generated by the Company’s subsidiaries organized in jurisdictions with lower statutory tax rates, the Company’s estimated annual effective tax rate may be materially impacted if earnings in these lower-tax jurisdictions fluctuate.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized based on evaluation of all available positive and negative evidence.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized based on an evaluation of all available positive and negative evidence.

On the basis of this evaluation, the Company continues to maintain a valuation allowance to reduce its deferred tax assets to the amount realizable.

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 the nine months ended September 30, 2025, the Company incurred an insignificant tax impact in connection with Pillar Two.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act”) was enacted in the U.S.

The Act includes changes to U.S.

corporate income tax provisions, including immediate expensing of domestic Research and Development costs, 100% bonus depreciation, modified limits of interest deductibility, and revisions to U.S.

international tax provisions.

The Act did not materially impact the Company's income tax provision for the three and nine months ended September 30, 2025.

The Company will continue to monitor and evaluate the potential tax impacts of the Act in future periods.

Long-Term Debt and Short-Term Borrowings

Carrying value includes the impact of debt issuance costs.

Long-term debt and short-term borrowings as of September 30, 2025 and December 31, 2024 consisted of the following:

(Millions) Currency/ Fixed vs.

Floating Effective Interest Rate Final Maturity Date Carrying Value

Description September 30, 2025 December 31, 2024

Eighteen month senior term loan credit facility

USD Floating — % 2025 $ — $ 200

The c arrying value includes the impact of debt issuance costs.

Long-term debt and short-term borrowings as of March 31, 2026 and December 31, 2025 consisted of the following:

(Millions) Currency Effective Interest Rate Final Maturity Date Carrying Value

Description March 31, 2026 December 31, 2025

Three year senior term loan credit facility

USD Floating 5.53 2027 210 979

USD 5.03 2027 $ 110 $ 110

$ 1 billion 5.45 percent three year senior notes

USD Fixed 5.36 2027 349 995

USD 5.36 2027 349 349

$ 1.5 billion 5.40 percent five year senior notes

USD Fixed 5.23 2029 698 1,487

USD 5.28 2029 698 698

$ 1 billion 5.45 percent seven year senior notes

USD Fixed 5.22 2031 991 990

USD 5.31 2031 991 991

$ 1.65 billion 5.60 percent ten year senior notes

USD Fixed 5.39 2034 1,637 1,636

USD 5.48 2034 1,634 1,636

$ 1.25 billion 5.90 percent thirty year senior notes

USD Fixed 5.76 2054 1,210 1,231

USD 6.04 2054 1,210 1,209

$ 500 million 6.00 percent forty year senior notes

USD Fixed 5.89 2064 42 492

Total long-term debt 5,137 8,010

current portion of long-term debt — 200

USD 6.04 2064 42 42

Other borrowings 2.15 2027 46 —

Total debt 5,080 5,035

short-term borrowings and current portion of long-term debt 505 —

Long-term debt (excluding current portion) $ 4,575 $ 5,035

4 unchanged sentences

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 condensed consolidated statements of income, the cash outflow for which is recorded within other financing activities within its condensed 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.

Other borrowings consists of term loans utilized in connection with the exit of certain transition agreements with 3M.

Credit Facilities

1 unchanged sentence

• a five year senior unsecured revolving credit facility in an aggregate committed amount of $ 2.0 billion expiring in 2029 (the “ 5 -year Revolving Credit Facility”);

• 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”).

• an eighteen month senior unsecured term loan credit facility in an aggregate principal amount of $ 500 million (matured in 2025) 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 Term Loan Credit Facilities have a floating interest rate based on a Secured Overnight Financing Rate (“SOFR”) index.

At September 30, 2025, there are no amounts outstanding under the 5-year Revolving Credit Facility.

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

In September 2025, the Company prepaid $ 770 million of the aggregate principal amount outstanding under the three year senior unsecured term loan credit facility.

At March 31, 2026, there are no amounts outstanding under the 5-year Revolving Credit Facility.

Table of Conten t s

Commercial Paper

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Any such issuance will mature within 364 days from date of issue.

There was no commercial paper outstanding as of September 30, 2025.

There was no commercial paper outstanding as of March 31, 2026.

Future Maturities of Long-term Debt:

Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of September 30, 2025.

The maturities of long-term debt for the periods subsequent to September 30, 2025 are as follows (in millions):

Maturities of long-term debt in the table below reflect the impact of repayment such that total maturities equal the contractual value of long-term debt net of amounts repaid as of March 31, 2026.

The maturities of long-term debt for the periods subsequent to March 31, 2026 are as follows (in millions):

2026 2027 2028 2029 2030 2031 After 2031 Total

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The fair values of cash equivalents, accounts receivable, and accounts payable approximated carrying values because of the short-term nature of these instruments.

At September 30, 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 $ 5.4 billion compared to a carrying value of $ 5.1 billion.

At March 31, 2026, 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 $ 4.7 billion compared to a carrying value of $ 4.6 billion.

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.

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Pension and Postretirement Benefit Plans

Transfer of Solventum Sponsored Pension and Postretirement Benefit Plans

Historically, certain employees of Solventum participated in U.S.

retirement plans sponsored by 3M.

The primary U.S.

defined-benefit pension plan was closed to new participants effective January 1, 2009.

In December 2023, 3M committed to the future freeze of U.S.

defined benefit pension benefits for non-union U.S.

employees, effective December 31, 2028.

During March 2024, in advance of the Spin-Off, all U.S.

and most remaining 3M sponsored non-U.S.

pension and postretirement plan obligations and assets with respect to current and former employees of Solventum were legally transferred to Solventum from 3M, except for certain assets held back within the 3M sponsored pension plans for regulatory purposes.

The final asset transfer from the 3M sponsored pension plans occurred in June 2025.

As these plans are sponsored by Solventum, they are accounted for as single employer plans.

Therefore, the funded status is reflected in the condensed consolidated balance sheets, and the net periodic benefit costs are included in the condensed consolidated statements of income.

The Company has made deposits for its defined benefit plans with independent trustees.

In certain non-U.S.

jurisdictions, trust funds and deposits with insurance companies are maintained to provide pension benefits to plan participants and their beneficiaries.

There are no plan assets in the U.S.

non-qualified plan due to its nature.

postretirement health care benefit plan, the Company has set aside amounts at least equal to annual benefit payments with an independent trustee.

C omponents of net periodic cost and other amounts recognized in other comprehensive (income) loss

Components of net periodic benefit cost and other supplemental information for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three months ended September 30,

Qualified and Non-qualified Pension Benefits

United States International Postretirement Benefits

(Millions) 2025 2024 2025 2024 2025 2024

Net periodic benefit cost (benefit)

Service cost - Operating $ 6 $ 7 $ 5 $ 5 $ 1 $ 1

Interest cost 24 23 5 5 3 3

Expected return on plan assets ( 31 ) ( 34 ) ( 6 ) ( 5 ) ( 2 ) ( 2 )

Amortization of prior service benefit — ( 1 ) — — — ( 1 )

Amortization of net actuarial loss 16 14 — — 1 1

Non-operating 9 2 ( 1 ) — 2 1

Total net periodic benefit cost (benefit) $ 15 $ 9 $ 4 $ 5 $ 3 $ 2

Nine months ended September 30,

Components of net periodic benefit cost and other supplemental information for the three months ended March 31, 2026 and 2025 are as follows:

Three months ended March 31,

Qualified and Non-qualified Pension Benefits

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Expected return on plan assets ( 32 ) ( 31 ) ( 6 ) ( 6 ) ( 2 ) ( 2 )

Amortization of prior service benefit — ( 2 ) — — — ( 2 )

Amortization of net actuarial loss 16 16 — — 1 1

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Total net periodic benefit cost (benefit) $ 13 $ 15 $ 4 $ 4 $ 3 $ 3

During the nine months ended September 30, 2025, the Company made cash contributions totaling $ 4 million to its U.S.

pension plans and $ 13 million to its international pension plans.

During the three months ended March 31, 2026, the Company made cash contributions totaling $ 4 million to its international pension plans.

In 2026, the Company expects to make total cash contributions of approximately $ 22 million to these plans.

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Future contributions will depend on market conditions, interest rates and other factors.

On September 1, 2025, in connection with the sale of the Purification and Filtration business, the Company transferred certain eligible U.S.

and international employees from Company-sponsored pension and postretirement benefit plans to benefit plans of the Buyer.

The transfers required remeasurement of the plans prior to the calculation of the transfer amount.

The net impact of the remeasurements was a decrease of approximately $ 42 million in the pension and postretirement benefits liability and a corresponding decrease in accumulated other comprehensive income (loss).

Additionally, the pension and postretirement benefits liability decreased by $ 33 million related to the curtailment and settlement of benefits for these employees.

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program, which utilizes a number of tools to manage currency risk including natural hedges such as pricing, productivity, hard currency, hard currency-indexed billings, and localizing source of supply.

3M also used financial hedges to mitigate currency risk.

After Spin-Off, the Company established its own hedging program.

The Company uses foreign currency forward contracts, interest rate swaps and cross-currency swaps to manage risks associated with foreign currency exchange rates, interest rates and net investments in foreign operations.

Refer to the Company's 2025 Annual Report for additional details on the Company's derivative instruments both designated and not designated in hedging relationships.

Table of Conten t s

Cash Flow Hedges - For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings.

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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 September 30, 2025, the Company had a balance of $ 12 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 September 30, 2025, Solventum expects to reclassify to earnings approximately $ 8 million after-tax net unrealized loss over the next 12 months based on exchange rates as of September 30, 2025.

The amount of pretax gain (loss) recognized in other comprehensive income (loss) related to derivative instruments designated as cash flow hedges is provided within amount of gain (loss) recognized in AOCI in Note 7.

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 March 31, 2026, the Company had a balance of $ 1 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 March 31, 2026, Solventum expects to reclassify to earnings approximately $ 2 million after-tax net unrealized loss over the next 12 months based on exchange rates as of March 31, 2026.

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.

For the three months ended March 31, 2026, the gain associated with the designated interest rate swaps and the change in fair value of the hedged debt was not material.

There were no derivative instruments designated in fair value hedging relationships for the three months ended March 31, 2025.

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 March 31, 2026, the total notional amount of interest rate swaps designated as fair value hedges was $ 300 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.

In March 2025, the Company entered into additional cross-currency swaps designated as net investment hedges of approximately $ 377 million.

For the three months ended March 31, 2026, the pre-tax gain recognized in cumulative translation within other comprehensive income (loss) was $ 37 million.

For the three months ended March 31, 2025, the pre-tax loss recognized in cumulative translation within other comprehensive income (loss) was $ 11 million.

At March 31, 2026, 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.

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 quarter for a gain of $ 11 million that was reflected within loss on debt extinguishment, net on the condensed consolidated statements of income.

These derivative instruments are not designated in a hedging relationship:

therefore, fair value gains and losses on these contracts are recorded in earnings.

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

Table of Conten t s

Statement of Income Location and Impact of 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 three and nine months ended September 30, 2025 was not material.

The impact to income related to both derivative instruments designated in cash flow hedging relationships and those not designated as hedging instruments for the three months ended March 31, 2026 and 2025 were not material.

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 condensed consolidated statements of income.

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(Millions) Location Fair Value Amount Location Fair Value Amount

September 30, December 31, September 30, December 31, September 30, December 31,

March 31, December 31, March 31, December 31, March 31, December 31,

2026 2025 2026 2025 2026 2025

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Foreign currency forward contracts 80 96 Other assets 2 1 Other liabilities — 2

Interest rate swaps 300 100 Other assets — $ — Other liabilities 3 1

Cross-currency swaps 1,185 1,185 Other assets 3 $ — Other liabilities 37 71

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For the periods presented, Solventum has not received cash collateral from derivative counterparties.

Table of Conten t s

Commitments and Contingencies

Legal Proceedings

Solventum is involved in numerous claims and lawsuits, principally in the United States, and regulatory proceedings worldwide.

Solventum is the subject of numerous claims and lawsuits, principally in the United States, and regulatory proceedings worldwide.

These claims, lawsuits and proceedings relate to matters including, but not limited to, product liability (involving products that the Company now or formerly manufactured and sold, including products made by the Health Care Business Group at 3M), intellectual property, commercial, antitrust, federal healthcare program related laws and regulations, such as the False Claims Act and anti-kickback laws in the United States and other jurisdictions.

Unless otherwise stated, Solventum is vigorously defending all such litigation and proceedings.

Unless otherwise stated, Solventum is vigorously defending any litigation and proceedings involving these matters.

From time to time, Solventum also receives subpoenas, investigative demands or requests for information from various government agencies in the United States and foreign countries.

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The outcomes of legal proceedings and regulatory matters are often difficult to predict.

Any determination that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, suspension or debarment or injunctive relief.

Any determination that the Company’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in an award of damages or the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, suspension or debarment or injunctive relief.

Process for Disclosure and Recording of Liabilities Related to Legal Proceedings

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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 the three and nine months ended September 30, 2025, the Company recognized $ 0 and $ 12 million in legal charges, respectively.

During both the three and nine months ended September 30, 2024, the Company recognized $ 3 million and $ 8 million in legal charges.

During the nine months ended September 30, 2025 and 2024 the Company made payments of $ 16 million and $ 6 million related to legal settlements.

At September 30, 2025 and December 31, 2024, accrued litigation costs were $ 21 million and $ 25 million, respectively.

During the first quarter of 2026 and 2025, the Company recognized no legal charges and $ 12 million in legal charges, respectively.

During the first quarter of 2026 and 2025, the Company made payments of zero and $ 3 million, respectively, related to a legal settlement, which reduced the accrued litigation balance.

At both March 31, 2026 and December 31, 2025, accrued litigation costs were $ 31 million.

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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However, even when a loss or range of loss is not probable and reasonably estimable, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its

Table of Conten t s

consolidated financial position, results of operations and cash flows.

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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.

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.

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

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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 seven state court personal injury cases relating to the Bair Hugger patient warming systems, including a multi-plaintiff case of amputees in Ramsey County, Minnesota.

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.

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

Federal False Claims Act/Qui Tam Litigation

In October 2019, 3M acquired Acelity, Inc.

and its KCI subsidiaries, including Kinetic Concepts, Inc.

and KCI USA, Inc.

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

and KCI USA, Inc.

(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 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 $ 84 million and $ 40 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

The Company had approximately $ 90 million and $ 82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

These instruments are utilized in connection with normal business activities.

Furthermore, the Company does not disclose information on its product warranties, as management considers the balance immaterial to its consolidated results of operations and financial condition.

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Restructuring

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.

Solventum expects that substantially all actions under this program will be complete by the end of 2025.

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

Three months ended September 30, Nine months ended September 30,

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:

Three months ended March 31,

(Millions) 2026 2025

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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 2025 $ 42 $ 11 $ 53

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Accrued liabilities as of December 31, 2025 $ 34 $ 5 $ 39

Expense incurred in first quarter of 2025 $ 14 $ 4 $ 18

Expense incurred in 2026 $ 2 $ 35 $ 37

Non-cash changes 2 — 2

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Accrued liabilities as of March 31, 2026 $ 22 $ 34 $ 56

Expense incurred in second quarter of 2025 $ 9 $ ( 1 ) $ 8

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

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:

Three months ended March 31,

(Millions) 2026 2025

Cost of product $ — $ 10

Cost of software and rentals — —

Selling, general and administrative expenses 3 5

Research and development expenses — 3

Total operating income impact $ 3 $ 18

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

Table of Conten t s

(Millions) Employee Termination Benefits and Other

Accrued liabilities as of December 31, 2024 $ 53

Expense incurred in 2025 27

Non-cash changes ( 4 )

Cash payments ( 67 )

Accrued liabilities as of June 30, 2025 $ 21 $ 5 $ 26

Expense incurred in third quarter of 2025 $ 5 $ ( 3 ) $ 2

Accrued liabilities as of December 31, 2025 $ 9

Expense incurred in 2026 $ 3

Cash payments ( 6 )

Accrued liabilities as of September 30, 2025 $ 13 $ 1 $ 14

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

Accrued liabilities as of March 31, 2026 $ 6

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.

Earnings Per Share

Prior to the completion of the Spin-Off, the Company had no common shares issued and outstanding.

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

For the nine months ended September 30, 2024, 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 earnings per share using the treasury stock method.

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:

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Amounts in millions, except per share amounts) 2026 2025

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Weighted average common shares outstanding – basic

174.3 173.4 174.0 173.1

Dilution associated with stock-based compensation plans 1.3 1.1

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performance is measured over a three-year period ending December 31, 2028.

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.

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.

Table of Conten t s

Employee Stock Purchase Plan

Solventum offers an Employee Stock Purchase Plan (“ESPP”) which provides substantially all employees the option to purchase company stock through payroll deductions at a 15 % discount, calculated based on the closing market price of Solventum stock at the end of the offering period.

The plan provides two six-month offering periods, commencing on January 1 and July 1.

An aggregate of 4.0 million shares of the Company’s common stock has been authorized for issuance under the ESPP.

Expense related to the ESPP was immaterial for the three months ended March 31, 2026, and is reflected in the stock-based compensation expense table below.

Stock-Based Compensation Expense

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Capitalized stock-based compensation amounts were not material.

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

(Millions) 2026 2025

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Stock-based compensation expenses, net of tax

$ 35 $ 22 $ 107 $ 74

Related Parties

Related Party Transactions Prior to Spin-Off

Prior to the Spin-Off, the Company participated in centralized 3M treasury programs.

This arrangement was not reflective of the manner in which the Company would have financed its operations had it been a standalone business separate from 3M during the periods presented prior to April 1, 2024.

All adjustments relating to certain transactions among the Company and 3M, which include the transfer of the balance of cash to and from 3M, transfer of the balance of cash held in centralized cash management arrangements to and from 3M, and pushdown of all costs of doing business that were paid on behalf of the Company by 3M, are excluded from the asset and liability balances in the condensed consolidated balance sheets and have instead been reported within Net parent investment as a component of equity .

Corporate Allocations

The condensed consolidated statements of income for periods prior to April 1, 2024 include general corporate expenses of 3M for services provided by 3M for certain corporate and shared service functions that were provided on a centralized basis, including the use of shared assets.

Expenses had been included on a direct usage basis where costs were specifically identifiable to Solventum or allocated based on the Company’s pro rata proportion of 3M's revenue.

Management believes that the expense allocations were determined on a basis that was a reasonable reflection of the utilization of services provided for or the benefit received by the Company during each of the periods presented prior to April 1, 2024.

The amounts that would have been incurred on a standalone basis could materially differ from the amounts allocated.

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 from 3M after April 1, 2024.

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

Three months ended September 30, Nine months ended September 30,

(Millions) 2024 2024

Cost of product $ — $ 15

Cost of software and rentals — —

Selling, general and administrative expenses — 177

Research and development expenses — 28

Total $ — $ 220

Related Party Transactions After Spin-Off

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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 condensed 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 three and nine months ended September 30, 2025 were $ 145 million and $ 417 million, respectively, and for both the three and nine months ended September 30, 2024 were $ 144 million and $ 231 million, respectively, and are related to services received under transition agreements between the Company and 3M and its affiliates.

• 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.

This activity, including adjustments since the Spin-Off, is reflected in the “Net transfers from/to 3M” line item of the condensed consolidated statements of changes in equity.

• Transition agreement expenses for the three months ended March 31, 2026 and 2025 were $ 105 million and $ 137 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 condensed consolidated statements of income.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 22 million and $ 17 million, respectively, for the three months ended September 30, 2025 and $ 64 million and $ 48 million, respectively, for the nine months ended September 30, 2025.

The Company recognized revenue and cost of

sales associated with products sold to 3M of $ 17 million and $ 12 million, respectively, for the three months ended September 30, 2024 and $ 27 million and $ 20 million, respectively, for the nine months ended September 30, 2024.

Cost of product related to purchases from 3M under the master supply agreements was $ 64 million and $ 185 million for the three and nine months ended September 30, 2025, respectively.

Cost of product related to purchases from 3M under the master supply agreements was $ 68 million for the three and nine months ended September 30, 2024.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 17 million and $ 11 million, respectively, for the three months ended March 31, 2026.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 20 million and $ 15 million, respectively, for the three months ended March 31, 2025.

Cost of product related to purchases from 3M under the master supply agreements was $ 64 million and $ 63 million for the three months ended March 31, 2026 and 2025, respectively.

Related Party Transactions

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 condensed consolidated financial statements:

Three months ended September 30, Nine months ended September 30,

(Amounts in millions) 2025 2024 2025 2024

Table of Conten t s

Three months ended March 31,

(Millions) 2026 2025

Net sales of product $ 17 $ 20

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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 condensed consolidated financial statements.

There were no non-current amounts due to 3M at September 30, 2025.

Net Parent Investment

Net transfers to 3M are included within Net parent investment in the condensed consolidated statements of changes in equity and within financing activities in the condensed consolidated statements of cash flows and represent the net effect of transactions between the Company and 3M.

The reconciliation of net transfers to 3M between the condensed consolidated changes in equity and the condensed consolidated statements of cash flows are as follows:

Three months ended September 30, Nine months ended September 30,

(Millions) 2025 2024 2025 2024

Net transfers from (to) 3M on the condensed consolidated changes in equity $ 9 $ — $ ( 21 ) $ ( 8,575 )

Stock compensation expense — — — ( 4 )

Multiemployer pension expense — — — ( 5 )

Net balances transferred from 3M — — — 337

Net transfers from (to) 3M on the condensed consolidated statements of cash flows $ 9 $ — $ ( 21 ) $ ( 8,247 )

There were no non-current amounts due to 3M at March 31, 2026.

Business Segments

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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.

Corporate and Unallocated primarily includes 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.

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-related costs for acquisitions and divestitures, 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, 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.

1 unchanged sentence

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

Table of Conten t s

Business Segment Information and Disaggregated Net Sales

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

Net Sales (Millions)

2025 2024 2025 2024

Advanced Wound Care $ 497 $ 448

7 unchanged sentences

Total net sales $ 2,007 $ 2,070

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

Cost of Sales (Millions) 2026 2025

2 unchanged sentences

Health Information Systems 80 88

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

Operating Expenses (Millions)* 2026 2025

3 unchanged sentences

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

Three months ended September 30, Nine months ended September 30,

Three months ended March 31,

Operating Performance (Millions)

2025 2024 2025 2024

MedSurg $ 161 $ 206

8 unchanged sentences

Interest expense, net 62 104

Loss on extinguishment of debt, net 82 — 82 —

Other expense/(income), net 4 11

Income before income taxes $ 16 $ 38

Subsequent Events

Transform for the Future

Once fully implemented, the 4-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.

Table of Conten t s

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-Q

Item 1. Financial Statements