What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-05 compared with 2025-11-06 · 123 added, 201 removed, 197 unchanged (62% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q.

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Solventum for the nine months ended September 30, 2025 and 2024.

For full understanding of the Company’s financial condition and results of operations, the below discussion should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2024 Annual Report on Form 10-K.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Solventum Corporation's ("Solventum," "we," "our," "us," or the "Company") condensed consolidated financial statements and corresponding notes elsewhere in this Quarterly Report on Form 10-Q.

For full understanding of the Company’s financial condition and results of operations, the discussion below should be read alongside the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K.

This discussion contains forward-looking statements that are based upon current expectations and are subject to uncertainty and changes in circumstances.

4 unchanged sentences

Additionally, certain columns and rows within tables may not sum due to rounding.

Unless the context otherwise requires, references to “Solventum” and the “Company” refer to (i) 3M’s Health Care Business prior to the Spin-Off as a carve-out business of 3M and (ii) Solventum Corporation and its subsidiaries following the Spin-Off.

Transition to Standalone Company

Solventum utilized allocations and carve-out methodologies through the date of the Spin-Off to prepare combined financial statements.

The condensed consolidated financial statements herein for periods prior to the Spin-Off may not be indicative of the Company’s future performance, do not necessarily include the actual expenses that would have been incurred, and may not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during the historical periods presented.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of Solventum’s financial statements with a narrative from the perspective of management.

6 unchanged sentences

Our 70+ year history of discovering and innovating advanced solutions has helped us solve our customers’ toughest challenges and become a trusted partner.

Economic Environment - Tariffs

In 2025, the United States government announced new tariffs on imported goods from certain countries, and in response, foreign governments have threatened or imposed tariffs or other actions.

On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act (the "IEEPA") does not provide authority for the President to impose tariffs.

During 2025, certain tariffs that affected us were imposed under this statute pursuant to presidential executive order.

After the ruling, the U.S.

President signed an Executive Order which implemented a new tariff under Section 122 authority.

On March 4, 2026, the U.S.

Court of International Trade ruled that certain tariffs imposed under the IEEPA were unlawful and directed the U.S.

Customs and Border Protection to refund the collected IEEPA tariffs.

The administrative process for seeking refunds of IEEPA tariffs previously paid remains under development and ultimate financial impact of this decision cannot be reasonably estimated at this time.

The extent and timing of any potential recoveries of tariffs previously paid remain subject to further legal interpretation and administrative processes.

Administration has signaled that further tariffs under new authority will be released in 2026.

The Company will continue to monitor developments and will evaluate the effect of the ruling on future reporting periods as additional information becomes available.

Due to uncertainty around process, timing, and amount of any recovery, the Company has not recorded any potential benefit from a refund as of March 31, 2026.

Operating Segments and Sales Change Information

Solventum manages its operations in three business segments:

Solventum manages its operations in three reportable business segments:

MedSurg, Dental Solutions, and Health Information Systems.

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

On June 25, 2025, the Company and Buyer entered into an additional Agreement to exclude the Company’s Water Business from the scope of the Business to be acquired by Buyer.

On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement.

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 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").

Table of Conten t s

September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement.

The cash consideration paid to Solventum at closing was approximately $4 billion.

Refer to Note 3, “Acquisitions and Divestitures” for additional information.

References are made to organic sales change, which is defined as the change in net sales, absent the separate impacts on sales from foreign currency translation and acquisitions, net of divestitures.

1 unchanged sentence

Other, as comprised in the tables below, includes acquisition and divestiture-related activities.

Acquisitions include non-health care related supply agreements that conveyed from 3M to the Company at Spin-Off and sales from new supply agreements with 3M that commenced at Spin-Off.

Divestiture impacts include lost sales from both the Company’s Purification and Filtration business that was sold in September 2025 and the dental anesthetics business that was sold in August 2023, as well as lost sales from certain health care businesses retained by 3M India in connection with the Spin-Off.

Total Company divestiture impacts include lost sales from the Company’s Purification and Filtration business that was sold in September 2025.

Solventum believes this information is useful to investors and management in understanding ongoing operations and in analysis of ongoing operating trends.

5 unchanged sentences

Segment and Total Company Net Sales

Three months ended September 30, Increase/(Decrease)

Three months ended March 31, Increase/(Decrease)

(Millions) 2026 2025 Reported Growth Currency Impact Constant Currency Other Organic Growth

5 unchanged sentences

Health Information Systems 342 329 4.1 0.7 3.4 (1.3) 4.7

Purification and Filtration 128 180 (28.7) 3.4 (32.1) (38.5) 6.4

All Other 77 81 (5.4) 0.4 (5.8) — (5.8)

Total Company $ 2,096 $ 2,082 0.7 % 1.1 % (0.4) % (3.1) % 2.7 %

Nine months ended September 30, Increase/(Decrease)

(Dollars in millions) 2025 2024 Reported Growth Currency Impact Constant Currency Other Organic Growth

Segment Sales

Advanced Wound Care $ 1,400 $ 1,369 2.2 % 0.2 % 2.0 % (0.1) % 2.1 %

Infection Prevention and Surgical Solutions 2,182 2,093 4.2 0.1 4.1 (0.5) 4.6

MedSurg 3,581 3,463 3.4 0.1 3.3 (0.3) 3.6

Dental Solutions 1,006 979 2.8 0.5 2.3 (0.3) 2.5

Health Information Systems 1,012 971 4.3 0.1 4.2 — 4.2

Purification and Filtration 497 532 (6.6) 1.0 (7.6) (13.1) 5.5

Purification and Filtration — 180 NM NM NM NM NM

All Other 76 76 0.9 2.3 (1.4) — (1.4)

1 unchanged sentence

Segment and Total Company Operating Income

Three months ended September 30,

Three months ended March 31,

(Millions) 2026 2025 2026 vs 2025 change

3 unchanged sentences

Health Information Systems 130 109 19.9

Purification and Filtration 26 19 36.8

All Other 12 5 140.0

Corporate and Unallocated 1,228 (171) 818.1

Total Company $ 1,690 $ 275 514.5 %

Nine months ended September 30,

(Dollars in millions) 2025 2024 2025 vs 2024 change

Segment Operating Income

MedSurg $ 619 $ 678 (8.7) %

Dental Solutions 262 277 (5.4)

Health Information Systems 363 317 14.5

Purification and Filtration 96 62 54.8

Purification and Filtration — 27 NM

All Other 12 11 2.3

1 unchanged sentence

Total Company $ 81 $ 152 (46.7) %

Table of Conten t s

Net Sales by Geographic Area

1 unchanged sentence

Sales are generally reported within the geographic area based on the location of the customer taking possession of the products or in which services are rendered.

Percent change information compares the three and nine months ended September 30, 2025 with the same period for the prior year, unless otherwise indicated.

Three months ended September 30, 2025

Percent change information compares the three months ended March 31, 2026 with the same period for the prior year, unless otherwise indicated.

Three months ended March 31, 2026

(Millions) United States International Worldwide

7 unchanged sentences

Reported growth 1.9 % (9.1) % (3.0) %

Nine months ended September 30, 2025

(Millions) United States International Worldwide

Net sales (millions) $ 3,513 $ 2,814 $ 6,327

% of worldwide sales 55.5 % 44.5 % 100.0 %

Increase/(decrease)

Organic growth 3.6 % 2.7 % 3.2 %

Other (0.2) (2.1) (1.1)

Constant currency 3.4 0.6 2.2

Currency impact — 0.5 0.2

Reported growth 3.4 % 1.1 % 2.4 %

Additional information beyond what is included in the preceding table is as follows:

Third quarter 2025 results:

• In the United States geographic area, both total sales and organic sales increased.

Organic growth occurred across all segments, led by MedSurg and Health Information Systems.

• In the International geographic area, total sales decreased while organic sales increased.

Organic growth was led by Dental Solutions.

First nine months 2025 results:

First quarter 2026 results:

• In the United States geographic area, both total sales and organic sales increased.

Organic growth occurred across all segments, led by MedSurg and Health Information Systems.

• In the International geographic area, both total sales and organic sales increased.

Organic growth was led by MedSurg, partially offset by a decline in Purification and Filtration.

Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025, partially offset by sales from the December 2025 Acera acquisition.

• In the International geographic area, both total sales and organic sales decreased.

Organic growth in Dental Solutions was more than offset by decreases in both MedSurg and Health Information Systems.

Other is comprised of lost sales due to the divestiture of the Purification and Filtration business in September 2025.

Managing currency risks

Prior to April 1, 2024, Solventum indirectly participated in 3M’s centrally managed hedging program.

Starting in the second quarter of 2024, Solventum established its own hedging program.

Refer to Note 11 to the condensed consolidated financial statements for additional details.

Foreign currency had a positive worldwide impact on sales for the third quarter 2025 compared to the same period last year.

The worldwide impact on sales for the nine months ended 2025 was positive compared to the same period last year.

Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by

approximately $4 million and increased pre-tax income by approximately $6 million for the three and nine months ended September 30, 2025, respectively.

Refer to Note 11 to the condensed consolidated financial statements for additional details on the Company's hedging program.

Foreign currency had a positive worldwide impact on sales for the first quarter 2026 compared to the same period last year.

Solventum estimates that year-on-year foreign currency transaction effects, including hedging impacts, decreased pre-tax income by approximately $5 million for the three months ended March 31, 2026, respectively.

Financial condition

3 unchanged sentences

Operating Expenses

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

(Percent of corresponding net sales) 2025 2024 Change 2025 2024 Change

Three months ended March 31,

(Percent of corresponding net sales) 2026 2025 Change

Cost of product 52.6 % 52.3 % 0.3 %

1 unchanged sentence

Cost of Product

Cost of product includes manufacturing, engineering and freight costs.

Cost of product, measured as a percent of sales of product, increased in the third quarter of 2025 when compared to the third quarter of 2024.

The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M, partially offset by benefits from cost savings programs.

Cost of product, measured as a percent of sales of product, increased in the first nine months of 2025 when compared to the first nine months of 2024.

The increase was driven by increased costs due to the impact of higher sourcing costs from tariffs and inventory sourced under the master supply and transition manufacturing agreements with 3M partially offset by benefits from cost savings programs.

Cost of product includes manufacturing, engineering and logistics costs.

The Company operates a global supply chain and sourcing organization, including product sourced under master supply and transition manufacturing agreements with 3M.

Table of Conten t s

result, the Company is impacted by changes in the global regulatory and economic environment, including tariffs.

The evolving regulatory and economic environment may impact our cost or ability to source products.

To the extent possible the Company takes actions to offset these costs or identify alternative sources of supply.

Cost of product, measured as a percent of sales of product, increased in the first quarter of 2026 when compared to the first quarter of 2025.

The increase was driven by increased costs due to the impact of higher sourcing costs, including tariffs which did not impact the first quarter of 2025.

Higher costs were partially offset by the benefit from portfolio actions, including the sale of the Purification and Filtration business, and other cost savings initiatives.

Cost of Software and Rentals

Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment cost and freight costs related to our hardware rental units.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the third quarter of 2025 as compared to the same period last year due to the impact, primarily driven by benefits from lower external license fees and product mix benefit from higher sales of our revenue cycle management solutions.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first nine months of 2025 as compared to the same period last year due to the impact of lower external license fees, price and sales mix, primarily driven by higher sales of our revenue cycle management solution.

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

(Percent of total net sales) 2025 2024 Change 2025 2024 Change

Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment cost and logistics costs related to our hardware rental units.

Cost of software and rentals, measured as a percent of sales of software and rentals, decreased during the first quarter of 2026 as compared to the same period last year due to the impact, driven by benefits from both price and product mix.

Three months ended March 31,

(Percent of total net sales) 2026 2025 Change

Selling, general and administrative (SG&A) 41.2 % 37.1 % 4.1 %

Research and development (R&D) 9.4 9.3 0.1

Gain on sale of business (72.4) — (72.4) (24.0) — (24.0)

Operating income 4.0 7.3 (3.3)

Selling, General and Administrative

SG&A, measured as a percent of total net sales, increased in the third quarter of 2025 when compared to the same period last year.

The increase was driven by higher costs associated with activities to separate operations from 3M, costs incurred to separate the Purification and Filtration business, and higher compensation expense, including equity-based awards, partially offset by benefits from the Solventum Way restructuring program.

SG&A, measured as a percent of total net sales, increased in the first nine months of 2025 when compared to the same period last year.

The increase was driven by costs incurred to separate the Purification and Filtration business, higher compensation, including equity-based awards, and higher costs associated with both initial stand-up and ongoing operations to support a standalone company.

SG&A, measured as a percent of total net sales, increased in the first quarter of 2026 when compared to the same period last year.

The increase was driven by higher costs associated with activities to separate operations from 3M and the cost of actions, net of savings from our Transform for the Future restructuring program.

Research and Development

R&D, measured as a percent of total net sales, decreased in the third quarter of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.

R&D, measured as a percent of total net sales, decreased in the first nine months of 2025 when compared to the same period last year due to lower cost from the sale of the Purification and Filtration business in relation to higher net sales.

Gain on Sale of Business

The Company completed the sale of the Purification and Filtration business in the third quarter of 2025.

This resulted in a net gain of $1.5 billion for both the third quarter and first nine months of 2025.

Interest Expense, Net, Loss on Debt Extinguishment, Net, and Other Expense (Income), Net

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

R&D, measured as a percent of total net sales, was relatively flat in the first quarter of 2026 when compared to the same period last year.

The increase was driven by additional amortization expense from the acquisition of Acera.

Interest Expense, Net and Other Expense (Income), Net

Three months ended March 31,

(Millions) 2026 2025

Interest expense, net $ 62 $ 104

Loss on debt extinguishment, net 82 — 82 —

Other expense (income), net 4 11

Interest expense, net includes interest accrued on debt obligations, offset by interest income from cash and marketable securities.

Interest expense, net decreased in the third quarter as compared to the same period last year due to lower interest expense as a result of lower debt outstanding.

Interest expense, net increased in the first nine months of 2025 as compared to the same period last year due to a full quarter of interest incurred in the first quarter of 2025 related to the February 2024 issuance of senior notes and March 2024 draw on the senior term loan credit facilities.

Refer to Note 9 to the condensed consolidated financial statements for more information.

Loss on debt extinguishment, net includes charges incurred in the third quarter of 2025 from the differential between carrying value and the amount paid to acquire the tendered Senior Notes and related expenses.

Refer to Note 9 to the condensed consolidated financial statements for additional information.

These charges were partially offset by the gain from interest rate swaps entered into and subsequently settled in connection with the sale of the Purification and Filtration business.

Refer to Note 11 to the condensed consolidated financial statements for additional information.

Interest expense, net decreased for the three months ended March 31, 2026 as compared to the same period last year due to lower interest expense as a result of lower debt outstanding.

Other expense (income), net includes the non-service component of periodic pension cost, investment gains and losses, and foreign currency transaction gain (loss).

Other expense (income), net increased for the third quarter of 2025 primarily due to higher non-service periodic pension costs.

Other expense (income), net decreased for the nine months of 2025 as compared to the same period last year primarily due to charges associated with the substantial liquidation of foreign operations completed as part of our separation from 3M.

Other expense (income), net decreased for the three months ended March 31, 2026 as compared to the same period last year primarily due to lower periodic pension costs and higher gains on investments.

Provision for (benefit from) Income Taxes:

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

Three months ended March 31,

(Percent of pre-tax income/loss) 2026 2025

1 unchanged sentence

Refer to Note 8 to the condensed consolidated financial statements for further discussion of income taxes.

Table of Conten t s

Performance by Business Segment

Note 17 to the condensed consolidated financial statements provides an overview of Solventum’s business segments in addition to disclosures relating to Solventum’s segments.

Note 17 to the condensed consolidated financial statements provides an overview of Solventum’s reportable business segments.

Upon closing the sale of our Purification and Filtration business, we primarily manage our operations in three business segments:

Our reportable segments are MedSurg, Dental Solutions, and Health Information Systems.

MedSurg, Dental Solutions, and Health Information Systems.

Our Chief Operating Decision Maker evaluates segment operating performance using net sales and business segment operating income.

3 unchanged sentences

Certain items are maintained at the corporate level and not allocated to the segments ("Corporate and Unallocated").

Corporate and Unallocated includes amortization of acquired intangible assets, restructuring and related charges, and benefits or costs related to capitalized manufacturing variances.

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, legal entity separations, certain equity awards granted as part of the Spin-Off, profit mark-ups on transition service arrangements with 3M and other one-time costs.

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.

Business Segment Information

Operating Business Segments

Information related to the Company’s segments is presented in the tables that follow with additional context in the corresponding narrative below the tables.

MedSurg ( 57.5% and 56.6% of consolidated sales for the three and nine months ended September 30, 2025)

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

MedSurg ( 61.5% of consolidated sales for the three months ended March 31, 2026)

Three months ended March 31,

(Millions) 2026 2025

2 unchanged sentences

Organic growth 1.2 % 6.0 %

— (0.7) (0.3) (0.5)

Constant currency 3.6 5.0

Currency impact

1.0 (0.1) 0.1 (0.6)

Reported growth 6.6 % 3.4 %

2 unchanged sentences

Percent of sales 13.1 % 17.8 %

Third quarter 2025 results:

Sales in MedSurg were up 2.1%:

• Organic growth was driven by volumes in Advanced Wound Care, due to negative pressure wound therapy.

Growth within our Infection Prevention and Surgical Solutions business was negatively impacted by advanced order timing as part of enterprise resource planning and distribution center cutovers that occurred during the second quarter 2025.

• Foreign currency translation positively impacted sales by 1.0%.

Business segment operating income margin decreased when compared to the same period last year.

The decrease was primarily driven by the impact of higher product costs due to tariffs.

First nine months 2025 results:

First quarter 2026 results:

Sales in MedSurg were up 6.6%:

• Organic growth was led by Infection Prevention and Surgical Solutions, led by I.V.

site management and surgical solutions products.

• Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.

• Organic growth was primarily driven by volume growth in I.V.

site management products, including Tegaderm CHG, within our Infection Prevention and Surgical Solutions business.

Advanced Wound Care business growth was driven by negative pressure wound therapy and advanced skin care.

Growth was partially offset by our SKU rationalization program, which had a larger impact on our Infection Prevention and Surgical Solutions business.

• Foreign currency translation positively impacted sales by 3.0%.

Business segment operating income margin decreased when compared to the same period last year.

The decrease was driven by higher costs to stand-up and operate our standalone structure after Spin-Off and the impact on product cost from tariffs.

Dental Solutions ( 16.2% and 15.9% of consolidated sales for the three and nine months ended September 30, 2025)

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

The decrease was primarily driven by the impact of higher product costs due to tariffs and other inflation, including freight.

These additional costs were partly offset by savings programs, including Transform for the Future benefits.

Table of Conten t s

Dental Solutions ( 17.6% of consolidated sales for the three months ended March 31, 2026)

Three months ended March 31,

(Millions) 2026 2025

2 unchanged sentences

Organic growth 3.4 % 0.4 %

— (1.2) (0.3) (1.9)

Constant currency 3.4 (0.2)

Currency impact

1.9 — 0.5 (0.6)

Reported growth 7.9 % (2.1) %

2 unchanged sentences

Percent of sales 24.5 % 23.9 %

Third quarter 2025 results:

Sales in Dental Solutions were up 8.4%:

• Organic growth across all businesses, led by new restorative and prevention solutions products.

The quarter benefitted from a reduction in backorders driven by improved service levels.

• Foreign currency translation positively impacted sales by 1.9%.

Business segment operating income margin increased when compared to the same period last year primarily due to the benefit of higher sales volume growth.

Tariff and inflation impacts were largely offset by savings from Solventum Way and other supply chain benefits.

First nine months 2025 results:

First quarter 2026 results:

Sales in Dental Solutions were up 7.9%:

• Organic growth in new restorative and prevention solutions products was partially offset by a decline in traditional orthodontic products.

• Other includes certain health care businesses retained by 3M India in connection with the Spin-Off.

• Organic growth in restorative and prevention solutions was partially offset by a decrease in orthodontics solutions.

Both volume and price contributed to growth, led by new products launched in the prior year.

• Foreign currency translation positively impacted sales by 4.5%.

Business segment operating income margin decreased when compared to the same period last year as a result of higher costs to stand-up and operate our standalone structure after Spin-Off.

Health Information Systems ( 16.5% and 16.0% of consolidated sales for the three and nine months ended September 30, 2025)

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

Business segment operating income margin increased when compared to the same period last year as benefits from price, volume and savings programs, including Transform for the Future, were partially offset by tariffs and inflation.

Health Information Systems ( 17.0% of consolidated sales for the three months ended March 31, 2026)

Three months ended March 31,

(Millions) 2026 2025

4 unchanged sentences

Currency impact

0.3 0.1 0.1 —

Reported growth 4.1 % 3.6 %

2 unchanged sentences

Percent of sales 38.1 % 33.1 %

Third quarter 2025 results:

Sales in Health Information Systems were up 5.9%:

• Organic growth was driven by continued adoption of our Solventum™ 360 Encompass TM and a timing benefit from consulting product milestones.

• Clinician productivity solutions declined primarily due to impacts from changing market conditions.

• Foreign currency translation positively impacted sales by 0.3%.

Business segment operating income margin increased when compared to the same period last year, driven by sales mix and lower external license fees.

First nine months 2025 results:

First quarter 2026 results:

Sales in Health Information Systems were up 4.1%:

• Positive organic growth was driven by continued adoption of our Solventum™ 360 Encompass TM and performance management solutions.

• Organic growth was driven by continued adoption of our Solventum™ 360 Encompass TM and Performance Management Solutions.

• Clinician productivity solutions declined primarily due to impacts from changing market conditions.

• Foreign currency translation positively impacted sales by 0.7%.

Business segment operating income margin increased when compared to the same period last year, driven by sales price growth, product mix and lower external license fees.

Other Segment Information

Purification and Filtration

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

(Millions) 2025 2024 2025 2024

Net sales $ 128 $ 180 $ 497 $ 532

Increase/(decrease)

Organic growth 6.4 % 4.1 % 5.5 % 5.2 %

(38.5) (1.3) (13.1) (1.0)

Constant currency (32.1) 2.8 (7.6) 4.2

Currency impact

3.4 — 1.0 (0.6)

Reported growth (28.7) % 2.8 % (6.6) % 3.6 %

Business segment operating income $ 26 $ 19 $ 96 $ 62

Percent change 36.8 % (31.3) % 54.8 % (11.6) %

Percent of sales 20.1 % 10.6 % 19.3 % 11.7 %

Third quarter 2025 results:

Sales in Purification and Filtration were down (28.7)%:

• Results above represent the two months of sales prior to the close of the sale in September 2025.

• Other includes lost sales from the Company’s Purification and Filtration business that was sold in September 2025.

• Foreign currency translation positively impacted sales by 3.4%.

Business segment operating income margin increased due to volume growth and favorable sales mix.

First nine months 2025 results:

Sales in Purification and Filtration were down (6.6)%:

• Organic growth was driven by growth in both bioprocessing filtration and industrial filtration, which benefited from added production capacity, partially offset by declines in membrane OEM products.

• Other includes lost sales from the Company’s Purification and Filtration business that was sold in September 2025 and certain health care businesses retained by 3M India in connection with the Spin-Off.

• Foreign currency translation positively impacted sales by 1.0%.

Business segment operating income margin increased due to volume growth, favorable sales mix and a benefit resulting from the Company stopping depreciation on assets classified as held for sale, partially offset by additional standalone structure costs.

Business segment operating income margin increased when compared to the same period last year, driven by price, favorable mix and savings from Transform for the Future.

Table of Conten t s

Financial Condition and Liquidity

The strength and stability of Solventum’s operating model and strong free cash flow capability provides financial flexibility and enables the Company to invest through business cycles.

Historically, Solventum generated positive operating cash flows and a majority of such cash flows were transferred to 3M as part of 3M’s cash pooling arrangements, the effect of which is presented as Net transfers to 3M in our consolidated financial statements.

Solventum's principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations, and access to both our revolving credit facility and commercial paper program, which the Company believes will satisfy our foreseeable operating needs, capital expenditures, and debt service requirements.

Discretionary cash may be allocated to strategic acquisitions, share repurchases, or repayment of debt obligations.

The Company's cash position reflects business results and a global cash management strategy that leverages liquidity management along with analyzing economic factors and tax considerations.

Debt and Credit Facilities

Refer to Note 9 of the Company's condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for information on the Company's long-term debt and short-term borrowings.

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.

2 unchanged sentences

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.

Cash, cash equivalents and marketable securities

As of September 30, 2025, Solventum had $1,642 million of cash and cash equivalents, of which approximately $1,438 million was held by the Company’s foreign subsidiaries and approximately $204 million was held in the United States.

As of March 31, 2026, Solventum had $561 million of cash and cash equivalents, of which approximately $488 million was held by the Company’s foreign subsidiaries and approximately $73 million was held in the United States.

These balances are invested in bank instruments and other high-quality fixed income securities.

As of December 31, 2025, Solventum had $878 million of cash and cash equivalents, of which approximately $800 million was held by the Company’s foreign subsidiaries and $78 million was held in the United States.

There were immaterial amounts of marketable securities at both September 30, 2025 and December 31, 2024.

The increase from December 31, 2024 was driven by proceeds from the sale of the Purification and Filtration business, partially offset by repurchases of a portion of our senior notes via tender offers and a prepayment on our outstanding term loan.

Cash flows from operating, investing and financing activities are provided in the tables that follow.

There were immaterial amounts of marketable securities at both March 31, 2026 and December 31, 2025.

Cash flows from operating, investing and financing activities are provided in the table that follows.

Individual amounts in the condensed consolidated statements of cash flows exclude the effect of exchange rate impacts on cash and cash equivalents, which are presented separately in the cash flows.

Thus, the amounts presented in the following operating, investing and financing activities tables reflect changes in balances from period to period adjusted for these effects.

Nine months ended September 30,

Thus, the amounts presented in the following operating, investing and financing activities table reflect changes in balances from period to period adjusted for these effects.

Three months ended March 31,

(Millions) 2026 2025

6 unchanged sentences

Operating Activities

In the first nine months of 2025, cash flows provided by operating activities decreased compared to the first nine months of 2024 primarily due to lower net income, excluding the gain on sale of the Purification and Filtration business, transaction costs on sale of the business, higher inventories, and accrued compensation activity.

In the first three months of 2026, cash flows used in operating activities increased compared to the first three months of 2025 primarily due higher payments for annual incentive compensation and payments made in connection with the exit of certain transition agreements with 3M.

Investing Activities

The increase in investing activities is related to proceeds from sale of the Purification and Filtration business in September 2025.

Purchases of property, plant and equipment increased in the first nine months of 2025 as compared to the first nine months of 2024.

The increase is primarily driven by additional separation related capital spending as the Company relocates manufacturing and source of supply from 3M.

In addition, the Company is focused on investments to support growth, renewal and maintenance programs, and environmental health services.

In the first three months of 2026, cash flows used in investing activities decreased compared to the first three months of 2025 primarily due to capital spending related to the Purification and Filtration business that was included in the prior year comparable period.

Financing Activities

For the first nine months of 2025, cash flows used by financing activities increased as compared to the first nine months of 2024, primarily due to the Company's repayment of $1.9 billion of senior notes via tender offers upon completion of the sale of the Purification and Filtration business and $770 million repayment of outstanding principal issued under the senior term loan credit facility.

In the first three months of 2026, cash flows used in financing activities decreased as compared to the first three months of 2025, due to a net benefit from debt issuance and repayment activity, partially offset by cash outflows related to the Company's share repurchase program.

Table of Conten t s

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.

Material Cash Requirements from Known Contractual and Other Obligations:

5 unchanged sentences

In limited circumstances, in the normal course of business, the Company enters into unconditional purchase obligations with various vendors that may take the form of, for example, take or pay contracts in which the Company guarantees payment to ensure availability of certain materials or services or to ensure ongoing efforts on capital projects.

Additionally, the Company enters into contractual obligations for cloud storage solutions, enterprise resource planning and other IT-related services.

The Company expects to receive underlying materials or services for these purchase obligations.

1 unchanged sentence

Additionally, contractual capital commitments represent a small part of the Company’s expected capital spending.

Table of Conten t s

Cautionary Note Concerning Forward Looking Statements

This Quarterly Report on Form 10-Q, including “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part I, Item 2, and other materials Solventum has filed or will file with the SEC (and oral communications that Solventum may make) contain or incorporate by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements that involve risk and uncertainties.

Forward-looking statements include those containing such words as “ anticipates, ” “ believes, ” “ could, ” “ estimates, ” “ expects, ” “ forecasts, ” “ goal, ” “ guidance, ” “ intends, ” “ may, ” “ outlook, ” “ plans, ” “ projects, ” “ seeks, ” “ sees, ” “ should, ” “ targets, ” “ will, ” “ would, ” or other words of similar meaning.

All statements that reflect Solventum’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Solventum’s strategy for growth, future product development, regulatory clearances and approvals, competitive position and expenditures.

This Quarterly Report on Form 10-Q, including “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part I, Item 2, other materials Solventum has filed or will file with the SEC, and oral communications that Solventum may make, contain statements that relate to future events and expectations.

Any such statements that are not statements of historical fact are “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934, and involve risk and uncertainties.

Forward-looking statements include those containing such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would” or other words of similar meaning.

Forward-looking statements include statements that reflect Solventum’s expectations, assumptions, estimates, or projections about the future and include, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Solventum’s strategy for growth, future product development, regulatory clearances and approvals, competitive position and expenditures.

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict.

1 unchanged sentence

Such risks and uncertainties include, but are not limited to:

• the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, public health crises, and other events beyond Solventum’s control;

• the effects of, and changes in, worldwide economic, political, regulatory, international, trade and geopolitical conditions, natural disasters, war, global conflicts, public health crises, and other events beyond Solventum’s control;

• risks associated with market volatility, including potential inflationary pressures and uncertainty regarding tariffs and trade measures;

• operational execution risks;

15 unchanged sentences

• climate change and measures to address climate change;

• security breaches and other disruptions to information technology infrastructure;

• Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property (“IP”) rights;

• security breaches, cyber attacks or incidents, and other disruptions to information technology infrastructure;

• risks related to the deployment of artificial intelligence or other emerging technologies;

• Solventum’s failure to obtain, maintain, protect, or effectively enforce its intellectual property rights;

• pension and postretirement obligation liabilities;

1 unchanged sentence

• any failure to realize the expected benefits of the Spin-Off;

• Solventum’s ability to execute on its short- and long- range plans and capital allocation strategies;

• a determination by the IRS or other tax authorities that the Spin-Off or certain related transactions should be treated as taxable transactions;

• financing transactions undertaken in connection with the Spin-Off and risks associated with additional indebtedness;

Table of Conten t s

• the risk that incremental costs of operating on a standalone basis (including the loss of synergies), costs of restructuring transactions and other costs incurred in connection with the Spin-Off will exceed Solventum’s estimates;

• the impact of the Spin-Off on its businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on its resources, systems, procedures and controls, diversion of

management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

• the impact of the Spin-Off on Solventum's businesses and the risk that the Spin-Off may be more difficult, time-consuming or costly than expected, including the impact on Solventum's resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties;

• such other risks and uncertainties described more fully in documents filed with or furnished to the SEC from time to time, including the risk factors discussed in Solventum’s Annual Report on Form 10-K for the year ended December 31, 2025.

The above list is not exhaustive or necessarily set forth in the order of importance.

Forward-looking statements are based on certain assumptions and expectations of future events and trends, and actual future results and trends may differ materially from historical results or those reflected in any such forward-looking statements depending on a variety of factors.

Solventum assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Important information as to these factors can be found in this document, including, among others, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” under the headings of “ Overview, ” “ Financial Condition and Liquidity ” and annually in “ Critical Accounting Estimates.

3 unchanged sentences

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 2. Management’s Discussion and Analysis