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Item 1. Financial Statements

2026-08-05 compared with 2026-05-05 · 201 added, 126 removed, 607 unchanged (35% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Income (Unaudited)

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions, except per share data) 2026 2025 2026 2025

20 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 March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

7 unchanged sentences

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)

March 31, December 31,

June 30, December 31,

(Millions, except share information) 2026 2025

29 unchanged sentences

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

Shares - March 31, 2026:

Shares - June 30, 2026:

174,889,899 ;

4 unchanged sentences

Treasury stock, at cost ( 355 ) —

Shares - March 31, 2026:

Shares - June 30, 2026:

Shares - December 31, 2025:

4 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 March 31, 2026 and March 31, 2025

Three Months Ended June 30, 2026 and June 30, 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

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

Balance at March 31, 2026 174 $ 2 1 $ ( 67 ) $ 3,895 $ 1,810 $ ( 670 ) $ 4,969

Net income — — — — — 92 — 92

Other comprehensive income (loss), net of tax — — — — — — 2 2

Net transfers from 3M — — — — 2 — — 2

Stock-based compensation — — — — 36 — — 36

1 unchanged sentence

Purchase of treasury stock — — 4 ( 288 ) — — — ( 288 )

Balance at June 30, 2026

175 $ 2 5 $ ( 355 ) $ 3,919 $ 1,902 $ ( 669 ) $ 4,800

Balance at March 31, 2025 173 $ 2 — $ — $ 3,781 $ 378 $ ( 899 ) $ 3,262

Net income — — — — — 90 — 90

Other comprehensive income (loss), net of tax — — — — — — 268 268

Net transfers to 3M — — — — 1 — — 1

Stock-based compensation — — — — 34 — — 34

Issuance of shares under equity awards, net of shares withheld for taxes — — — — ( 10 ) — — ( 10 )

Balance at June 30, 2025

173 $ 2 — $ — $ 3,806 $ 468 $ ( 631 ) $ 3,645

Six Months Ended June 30, 2026 and June 30, 2025

Common Stock Treasury Stock

(Millions) Shares 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

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

Net income — — — — — 105 — 105

3 unchanged sentences

Issuance of shares under equity awards, net of shares withheld for taxes 1 — — — ( 44 ) — — ( 44 )

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

Purchase of treasury stock — — 5 ( 355 ) — — — ( 355 )

Balance at June 30, 2026 175 $ 2 5 $ ( 355 ) $ 3,919 $ 1,902 $ ( 669 ) $ 4,800

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

Net income — — — — — 227 — 227

Other comprehensive income (loss), net of tax — — — — — — 425 425

Net transfers to 3M — — — — ( 30 ) — — ( 30 )

Stock-based compensation — — — — 83 — — 83

Issuance of shares under equity awards, net of shares withheld for taxes — — — — ( 18 ) — — ( 18 )

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

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

Solventum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three months ended March 31,

Six months ended June 30,

(Millions) 2026 2025

15 unchanged sentences

All other operating activities — net 68 ( 100 )

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

Net cash provided by operating activities 38 198

Cash Flows from Investing Activities

18 unchanged sentences

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

Table of Conten t s

Solventum Corporation

35 unchanged sentences

Targeted Improvements to the Accounting for Internal-Use Software

Issued September 2025.

Issued in September 2025.

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

1 unchanged sentence

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 $ 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.

Approximately $ 189 million and $ 416 million of the December 31, 2025 balance was recognized as revenue during the three and six months ended June 30, 2026, while approximately $ 159 million and $ 379 million of the December 31, 2024 balance was recognized as revenue during the three and six months ended June 30, 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 $ 151 million for the three months ended March 31, 2026, and $ 144 million for the three months ended March 31, 2025.

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 $ 158 million and $ 309 million for the three and six months ended June 30, 2026, and $ 155 million and $ 299 million for the three and six months ended June 30, 2025.

Customer Concentration

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.

No customer accounted for more than 10% of the Company’s revenues for the three and six months ended June 30, 2026 or 2025.

Additionally, no customers accounted for more than 10% of accounts receivable as of June 30, 2026 or December 31, 2025.

Acquisitions and Divestitures

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

The Company had no acquisitions during the three and six months ended June 30, 2026 or 2025.

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

3 unchanged sentences

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 change in the fair value of the contingent payment for the six months ended June 30, 2026 was an increase of $ 12 million, primarily due to sales performance, resulting in a fair value of $ 92 million at June 30, 2026.

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.

The Acera purchase price allocations are considered preliminary as of June 30, 2026, with final estimates of fair value expected to be completed by the end of 2026.

During the six months ended June 30, 2026, the Company recorded adjustments to the purchase price allocation of $ 18 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.

3 unchanged sentences

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.

During the three and six months ended June 30, 2026 , the Company recognized approximately $ 36 million and $ 70 million, respectively, 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 June 30, 2026, the remaining balance of the unfavorable contract liability was $ 76 million.

Goodwill and Intangible Assets

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 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 for the Acera acquisition.

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

4 unchanged sentences

Translation and other ( 51 ) ( 8 ) ( 1 ) — ( 60 )

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

Balance as of June 30, 2026 $ 4,177 $ 469 $ 872 $ 108 $ 5,626

Acquired Intangible Assets:

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

March 31, December 31,

June 30, December 31,

(Millions) 2026 2025

Customer related intangible assets

Customer related

$ 2,093 $ 2,099

Patents and other technology-based intangible assets

Tradenames and other amortizable intangible assets

Patents and other technology-based

Tradenames and other

Total gross carrying amount 4,778 4,785

5 unchanged sentences

Amortization expense was as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

Amortization expense $ 90 $ 78 $ 181 $ 159

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

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2026 is as follows:

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

2 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(Millions) 2026 2025

6 unchanged sentences

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,

June 30, December 31,

(Millions) 2026 2025

5 unchanged sentences

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

March 31, December 31,

June 30, December 31,

(Millions) 2026 2025

4 unchanged sentences

Accrued interest 69 71

Accrued legal 242 43

Purification and filtration-related 258 245

2 unchanged sentences

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.

Accrued legal includes both accrued litigation costs described in Note 12 and other accrued legal-related fees and services.

Supply Chain Financing

The Company participates in a voluntary supply chain financing ("SCF") program which provides participating suppliers the opportunity to sell their Solventum receivables to third party financial institutions at the sole discretion of both the suppliers and the third party financial institutions.

The Company evaluates the SCF program to ensure the use of a third-party intermediary to settle its trade payables does not change the nature, existence, amount, or timing of our trade payables and does not provide the Company with any direct economic benefit and does not provide any guarantees in connection with the SCF program.

The Company and its suppliers agree on contractual terms for the goods and services we procure, including price, quantity and payment terms, regardless of whether the supplier elects to participate in the SCF program.

The amounts due to the financial institution for suppliers that participate in the SCF program are included in accounts payable on the Company's condensed consolidated balance sheets, and the associated payments are included in operating activities on the Company's condensed consolidated statements of cash flows.

As of June 30, 2026, the amount of obligations outstanding that the Company has confirmed as valid to the financial institution under the SCF program was less than $ 1 million.

There were no obligations outstanding as of December 31, 2025.

Property, Plant, and Equipment - Net

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

March 31, December 31,

June 30, December 31,

(Millions) 2026 2025

8 unchanged sentences

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.

As of June 30, 2026, the Company had right-of-use assets of approximately $ 204 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 $ 209 million is included in Finance leases and Other current liabilities on the Company's condensed consolidated balance sheets.

1 unchanged sentence

Depreciation expense consisted of the following:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

Depreciation expense $ 36 $ 38 $ 75 $ 80

Table of Conten t s

Supplemental Equity and Comprehensive Income Information

1 unchanged sentence

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.

Under this program, the Company repurchased 3.9 million and 4.8 million shares of its common stock for total consideration of approximately $ 288 million and $ 355 million through open market repurchases during the three and six months ended June 30, 2026, respectively.

There were no repurchases made under this program in 2025.

1 unchanged sentence

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

Three months ended March 31, 2026

Three months ended June 30, 2026

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

Balance at December 31, 2025, net of tax:

Balance at March 31, 2026, net of tax:

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

5 unchanged sentences

Total other comprehensive income (loss), net of tax ( 14 ) 12 4 2

Balance at June 30, 2026, net of tax:

$ ( 207 ) $ ( 465 ) $ 3 $ ( 669 )

Three months ended June 30, 2025

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

Balance at March 31, 2025, net of tax:

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

Three months ended March 31, 2025

Other comprehensive income (loss), before tax:

Amount of gain (loss) recognized in AOCI 267 — ( 32 ) 235

Amount of gain (loss) reclassified from AOCI — 16 ( 4 ) 12

Total other comprehensive income (loss), before tax 267 16 ( 36 ) 247

Tax effect 17 ( 4 ) 8 21

Total other comprehensive income (loss), net of tax 284 12 ( 28 ) 268

Balance at June 30, 2025, net of tax:

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

Six months ended June 30, 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 ( 78 ) 23 11 ( 43 )

Balance at March 31, 2025, net of tax:

Balance at June 30, 2026, net of tax:

$ ( 207 ) $ ( 465 ) $ 3 $ ( 669 )

Six months ended June 30, 2025

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

Balance at December 31, 2024, net of tax:

$ ( 550 ) $ ( 526 ) $ 20 $ ( 1,056 )

Other comprehensive income (loss), before tax:

Amount of gain (loss) recognized in AOCI 418 — ( 43 ) 375

Amount of gain (loss) reclassified from AOCI — 35 ( 7 ) 28

Total other comprehensive income (loss), before tax 418 35 ( 50 ) 403

Tax effect 20 ( 9 ) 11 22

Total other comprehensive income (loss), net of tax 438 26 ( 39 ) 425

Balance at June 30, 2025, net of tax:

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

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

4 unchanged sentences

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

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

The effective tax rates for the three months ended June 30, 2026 and 2025 were 14.4 % and 12.5 %, respectively.

The increase in the effective tax rate is primarily attributable to an unfavorable geographic mix of earnings.

The effective tax rates for the six months ended June 30, 2026 and 2025 were 15.0 % and ( 61.0 )%, 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.

4 unchanged sentences

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:

Long-term debt and short-term borrowings as of June 30, 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

Description June 30, 2026 December 31, 2025

Three year senior term loan credit facility

21 unchanged sentences

The Company is in compliance with all covenants related to the Senior Notes.

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

Other borrowings consist 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 (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”).

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

Table of Conten t s

At June 30, 2026, there are no amounts outstanding under the 5 -year Revolving Credit Facility.

Commercial Paper

On March 4, 2024, the Company entered into a commercial paper program that allows it to issue up to $ 2.0 billion aggregate principal amount of short-term notes to finance short-term liabilities.

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

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

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

There was no commercial paper outstanding as of June 30, 2026 or December 31, 2025.

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 March 31, 2026.

The maturities of long-term debt for the periods subsequent to March 31, 2026 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 June 30, 2026.

The maturities of long-term debt for the periods subsequent to June 30, 2026 are as follows (in millions):

2026 2027 2028 2029 2030 2031 After 2031 Total

2 unchanged sentences

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

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 June 30, 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.

4 unchanged sentences

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 months ended March 31, 2026 and 2025 are as follows:

Three months ended March 31,

Components of net periodic benefit cost and other supplemental information for the three and six months ended June 30, 2026 and 2025 are as follows:

Three months ended June 30,

Qualified and Non-qualified Pension Benefits

2 unchanged sentences

Net periodic benefit cost (benefit)

Operating expense

Service cost - Operating $ 6 $ 6 $ 4 $ 5 $ 1 $ 1

Non-operating expense

Interest cost 23 24 6 5 3 3

3 unchanged sentences

Total net periodic benefit cost (benefit) $ 13 $ 15 $ 4 $ 4 $ 2 $ 3

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

Six months ended June 30,

Qualified and Non-qualified Pension Benefits

United States International Postretirement Benefits

(Millions) 2026 2025 2026 2025 2026 2025

Net periodic benefit cost (benefit)

Operating expense

Service cost - Operating $ 12 $ 12 $ 9 $ 10 $ 1 $ 2

Non-operating expense

Interest cost 46 48 11 10 6 6

Expected return on plan assets ( 63 ) ( 62 ) ( 12 ) ( 12 ) ( 4 ) ( 4 )

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

Amortization of net actuarial loss 31 32 — — 1 2

Non-operating 13 18 ( 1 ) ( 2 ) 2 4

Total net periodic benefit cost (benefit) $ 25 $ 30 $ 7 $ 8 $ 3 $ 6

During the six months ended June 30, 2026, the Company made cash contributions totaling $ 7 million to its international pension plans.

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

The Company funds annually, at a minimum, the statutorily required minimum amount for our qualified plans.

The Company funds annually, at a minimum, the statutorily required minimum amount for its qualified plans.

Non-qualified plans are unfunded and we pay benefits from our cash on hand.

2 unchanged sentences

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.

8 unchanged sentences

The maximum length of time over which Solventum hedges its exposure to the variability in future cash flows of the forecasted transactions is 24 months.

As of 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.

As of June 30, 2026, the Company had a balance of $ 3 million associated with the after-tax net unrealized gain associated with cash flow hedging instruments recorded in accumulated other comprehensive income.

Of the total after-tax net unrealized balance as of June 30, 2026, Solventum expects to reclassify to earnings approximately $ 1 million of after-tax net unrealized gain over the next 12 months based on exchange rates as of June 30, 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.

1 unchanged sentence

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.

For the three and six months ended June 30, 2026, the gain associated with the designated interest rate swaps and the change in fair value of the hedged debt were not material.

There were no derivative instruments designated in fair value hedging relationships for the three and six months ended June 30, 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.

1 unchanged sentence

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.

At June 30, 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.

2 unchanged sentences

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.

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.

For the three and six months ended June 30, 2026, the Company recognized a pre-tax loss of $ 13 million and a pre-tax gain of $ 25 million, respectively, as adjustments to cumulative translation within other comprehensive income (loss).

For the three and six months ended June 30, 2025, the pre-tax losses recognized in cumulative translation within other comprehensive income (loss) were $ 67 million and $ 78 million, respectively.

At June 30, 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.

1 unchanged sentence

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

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 months ended March 31, 2026 and 2025 were 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 and six months ended June 30, 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.

5 unchanged sentences

(Millions) Location Fair Value Amount Location Fair Value Amount

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

June 30, December 31, June 30, December 31, June 30, December 31,

2026 2025 2026 2025 2026 2025

23 unchanged sentences

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

Table of Conten t s

Commitments and Contingencies

6 unchanged sentences

These responses sometimes require time and effort and can result in considerable costs being incurred by the Company.

Such requests can also lead to the assertion of claims or the commencement of administrative, civil, or criminal legal proceedings against Solventum and others, as well as to settlements.

Such requests can also lead to the

assertion of claims or the commencement of administrative, civil, or criminal legal proceedings against Solventum and others, as well as to settlements.

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

13 unchanged sentences

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 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.

During the three months ended June 30, 2026, the Company recognized $ 204 million in legal charges.

There were no legal charges recognized in the three months ended March 31, 2026.

During the three and six months ended June 30, 2025, the Company recognized zero and $ 12 million in legal charges, respectively.

During the six months ended June 30, 2026 and 2025, the Company made payments of zero and $ 16 million, respectively, related to a legal settlement, which reduced the accrued litigation balance.

At June 30, 2026 and December 31, 2025, accrued litigation costs were $ 235 million and $ 31 million, respectively.

Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, the Company may ultimately incur charges substantially in excess of presently recorded liabilities, including with respect to matters for which no accruals are currently recorded because losses are not currently probable and reasonably estimable.

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Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter.

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

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consolidated financial position, results of operations and cash flows.

In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.

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The Company estimates insurance receivables based on an analysis of the terms of its numerous policies, including their exclusions, pertinent case law interpreting comparable policies, its experience with similar claims, and assessment of the nature of the claim and remaining coverage, and records an amount it has concluded is recognizable and expects to receive in light of the loss recovery and/or gain contingency models under ASC 450, ASC 610-30, and related guidance.

For those insured legal proceedings for which the Company has recorded an accrued liability in its financial statements, the Company also records receivables for the amount of insurance that it concludes as recognizable from the Company’s insurance program.

For those insured legal proceedings for which the Company has recorded an accrued liability in its financial statements, the Company also records

receivables for the amount of insurance that it concludes as recognizable from the Company’s insurance program.

For those insured matters for which the Company has not recorded an accrued liability because the liability is not probable or the amount of the liability is not estimable, or both, but for which the Company has incurred an expense in defending itself, the Company records receivables for the amount of insurance that it concludes as recognizable for the expense incurred.

During the second quarter of 2026, the Company received proceeds of $ 55 million related to an insurance policy covering previously incurred litigation costs.

The Company has not recognized any other receivables for insurance as recovery is not deemed probable at this time.

Product Liability Litigation

The following sections first describe the significant legal proceedings in which the Company is involved, and then describe the liabilities, if any, the Company has accrued relating to its significant legal proceedings.

3M is a named defendant in over 8,500 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger patient warming system.

3M is a named defendant in approximately 8,400 lawsuits in the United States and one Canadian putative class action with a single named plaintiff, alleging that they underwent various joint arthroplasty, cardiovascular, and other surgeries and later developed surgical site infections due to the use of the Bair Hugger patient warming system.

Under the terms of the Separation and Distribution Agreement 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.

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Court of Appeals for the Eighth Circuit.

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

The parties are actively litigating several MDL bellwether and state court cases.

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.

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The representative plaintiff seeks relief (including punitive damages) under Canadian law based on theories similar to those asserted in the MDL.

For product liability litigation matters described in this section for which a liability has been recorded, the amount recorded is included in the disclosed amounts in the preceding "Process for Disclosure and Recording of Liabilities Related to Legal Proceedings" section and is not material to the Company’s results of operations or financial condition.

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.

During the second quarter of 2026, based on developments in the Bair Hugger matter, the Company increased its litigation accrual to management's best estimate of probable loss at this time.

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

Warranties/Guarantees

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.

The Company had approximately $ 93 million and $ 82 million in bank guarantees, surety bonds, and other similar instruments issued and outstanding at June 30, 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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In 2025, the United States government announced tariffs on imported goods from certain countries.

In response, some of those countries threatened or imposed retaliatory tariffs and other measures.

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.

IEEPA tariff refunds are accounted for as a gain contingency and are recognized in the financial statements when fully realized or realizable.

Refunds attributed to inventory previously sold are recorded as a reduction of cost of product and refunds attributed to costs for hardware units in service are recorded as a reduction in other assets.

In April 2026, the U.S.

Customs and Border Protection ("CBP") agency formalized a process for refunds.

In June 2026, the Company submitted requests for refunds that were accepted by the CBP totaling approximately $ 120 million, including interest.

The Company recognized a corresponding receivable in other current assets for the total amount and a pre-tax benefit of $ 100 million to cost of product within the condensed consolidated financial statements as of June 30, 2026.

Other assets decreased by $ 14 million for tariffs previously capitalized as a cost of hardware.

Restructuring

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

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

Expense incurred in 2026 $ 2 $ 35 $ 37

Expense incurred in first quarter of 2026 $ 2 $ 35 $ 37

Non-cash changes 2 — 2

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

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

Expense incurred in second quarter of 2026 $ 11 $ 31 $ 42

Non-cash changes — ( 8 ) ( 8 )

Cash payments ( 10 ) ( 39 ) ( 48 )

Accrued liabilities as of June 30, 2026 $ 24 $ 18 $ 42

Other includes charges associated with salaries and wages of employees fully dedicated to the Program, asset write-downs related to transformation activities and consulting service fees.

All Program charges were recognized within Corporate and are not included within business segment results.

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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.

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

The actions under the Solventum Way restructuring program are substantially complete.

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

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

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

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(Millions) Employee Termination Benefits and Other

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Accrued liabilities as of December 31, 2025 $ 9

Expense incurred in 2026 $ 3

Expense incurred in first quarter of 2026 $ 3

Cash payments ( 6 )

Accrued liabilities as of March 31, 2026 $ 6

Expense incurred in second quarter of 2026 $ —

Cash payments ( 3 )

Accrued liabilities as of June 30, 2026 $ 3

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

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The computations for basic and diluted earnings per share are as follows:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

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

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Weighted average common shares outstanding – basic

172.7 174.1 173.5 173.9

Dilution associated with stock-based compensation plans 0.6 1.1 0.9 1.1

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Expense for PSU awards to retirement eligible recipients is recognized over the one-year service period.

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Employee Stock Purchase Plan

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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.

Expense related to the ESPP was immaterial for the three and six months ended June 30, 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 March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

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Stock-based compensation expenses, net of tax

$ 31 $ 28 $ 73 $ 72

Related Parties

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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.

• Transition agreement expenses for the three and six months ended June 30, 2026 were $ 97 million and $ 201 million, respectively, and for both the three and six months ended June 30, 2025 were $ 135 million and $ 272 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 $ 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.

• Master Supply Agreements - The Company recognized revenue and cost of sales associated with products sold to 3M of $ 23 million and $ 15 million, respectively, for the three months ended June 30, 2026.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 40 million and $ 26 million, respectively, for the six months ended June 30, 2026.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 22 million and $ 16 million, respectively, for the three months ended June 30, 2025.

The Company recognized revenue and cost of sales associated with products sold to 3M of $ 42 million and $ 31 million, respectively, for the six months ended June 30, 2025.

Cost of product related to purchases from 3M under the master supply agreements was $ 54 million and $ 117 million for the three and six months ended June 30, 2026, respectively, and $ 58 million and $ 121 million for the three and six months ended June 30, 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:

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Three months ended March 31,

Three months ended June 30, Six months ended June 30,

(Millions) 2026 2025 2026 2025

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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 March 31, 2026.

There were no non-current amounts due to 3M at June 30, 2026.

Business Segments

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

These segments have been identified based on the nature of the products sold and how the Company manages its operations.

These segments have been identified based on the

nature of the products sold and how the Company manages its operations.

Transactions among reportable segments are recorded at cost.

No operating segments have been aggregated to form reportable segments.

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

The Water Business results have been reclassified for comparability within All Other for all historical periods.

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

The drinking water business results have been reclassified for comparability within All Other for all historical periods.

All Other also includes sales and cost of sales related to our supply agreements with 3M and other supply agreements assumed by the Company at Spin-Off related to legacy 3M businesses, which were historically included in Corporate and Unallocated.

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

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Business Segment Information and Disaggregated Net Sales

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Net Sales (Millions)

2026 2025 2026 2025

Advanced Wound Care $ 537 $ 467 $ 1,034 $ 915

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Total net sales $ 2,209 $ 2,161 $ 4,216 $ 4,231

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Cost of Sales (Millions) 2026 2025 2026 2025

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Health Information Systems 82 91 162 179

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

Operating Expenses (Millions)* 2026 2025 2026 2025

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* 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 March 31,

Three months ended June 30, Six months ended June 30,

Operating Performance (Millions)

2026 2025 2026 2025

MedSurg $ 355 $ 210 $ 516 $ 416

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Income before income taxes $ 108 $ 103 $ 123 $ 141

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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