What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-05 · 156 added, 81 removed, 239 unchanged (50% of the section changed)

1 unchanged sentence

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.

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 three months ended March 31, 2026 and 2025.

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.

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

Separation of Health Information Systems Business

On August 5, 2026, the Company announced its intention to pursue a separation of its Health Information Systems business as part of the company's ongoing portfolio optimization strategy.

The company will evaluate a range of separation pathways with the objective of maximizing shareholder value that position both businesses for long-term success, accelerated innovation and enhanced growth opportunities.

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.

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.

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.

During 2025, certain tariffs that impacted us were imposed under this statute pursuant to presidential executive order, which are expected to be fully refunded.

has subsequently implemented new tariffs under different authorities, including Sections 122, 301, 338 and 232.

The Company will continue to monitor developments.

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 to cost of product and refunds attributed to hardware units are recorded as a reduction to carrying value of the capitalized 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 for this amount within the condensed consolidated financial statements as of June 30, 2026.

Operating Segments and Sales Change Information

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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.

On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement (as amended, the "Agreement"), to exclude the Company’s drinking water filtration business (the "Water Business") from the scope of the Purification and Filtration business to be acquired by Buyer (such acquired business, the "Business").

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

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

During the second quarter 2026, the Company benefited from advanced customer ordering in connection with the Company's July 2026 U.S.

enterprise resource planning ("ERP") deployment.

Sales growth for the three months ended June 30, 2026 benefited by approximately $125 million due to these advanced orders.

The Company anticipates that sales in the third quarter of 2026 will be negatively impacted as customers reduce inventory to normal levels.

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.

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Segment and Total Company Net Sales

Three months ended March 31, Increase/(Decrease)

Three months ended June 30, Increase/(Decrease)

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

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Total Company $ 2,209 $ 2,161 2.2 % 1.0 % 1.2 % (8.3) % 9.5 %

Six months ended June 30, Increase/(Decrease)

(Dollars in millions) 2026 2025 Reported Growth Currency Impact Constant Currency Other Organic Growth

Segment Sales

Advanced Wound Care $ 1,034 $ 915 12.9 % 1.7 % 11.2 % 6.6 % 4.6 %

Infection Prevention and Surgical Solutions 1,573 1,460 7.7 2.2 5.5 — 5.5

MedSurg 2,607 2,375 9.7 2.0 7.7 2.6 5.1

Dental Solutions 750 667 12.5 3.1 9.4 — 9.4

Health Information Systems 696 667 4.3 0.5 3.8 (1.3) 5.1

Purification and Filtration — 369 NM NM NM NM NM

All Other 163 153 6.4 1.7 4.7 — 4.7

Total Company $ 4,216 $ 4,231 (0.4) % 1.8 % (2.2) % (8.0) % 5.8 %

Segment and Total Company Operating Income

Three months ended March 31,

Three months ended June 30,

(Millions) 2026 2025 2026 vs 2025 change

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Total Company $ 181 $ 214 (15.8) %

Table of Conten t s

Six months ended June 30,

(Dollars in millions) 2026 2025 2026 vs 2025 change

Segment Operating Income

MedSurg $ 516 $ 416 23.9 %

Dental Solutions 218 175 24.5

Health Information Systems 276 229 20.4

Purification and Filtration — 70 NM

All Other 30 19 55.4

Corporate and Unallocated (778) (543) (43.0)

Total Company $ 262 $ 367 (28.6) %

Net Sales by Geographic Area

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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 months ended March 31, 2026 with the same period for the prior year, unless otherwise indicated.

Three months ended March 31, 2026

Percent change information compares the three and six months ended June 30, 2026 with the same period for the prior year, unless otherwise indicated.

Three months ended June 30, 2026

(Millions) United States International Worldwide

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Reported growth 10.4 % (7.8) % 2.2 %

Six months ended June 30, 2026

(Millions) United States International Worldwide

Net sales (millions) $ 2,474 $ 1,741 $ 4,216

% of worldwide sales 58.7 % 41.3 % 100.0 %

Increase/(decrease)

Organic growth 9.0 % 1.6 % 5.8 %

Other (2.8) (14.1) (8.0)

Constant currency 6.2 (12.5) (2.2)

Currency impact — 4.1 1.8

Reported growth 6.2 % (8.4) % (0.4) %

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

First quarter 2026 results:

Second 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.

Organic growth occurred across all segments, led by MedSurg and Dental Solutions, partly driven by advanced customer ordering in connection with the Company's ERP deployment.

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.

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

Organic growth occurred across all segments, led by Dental Solutions and MedSurg.

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

First six months 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 Dental Solutions, partly driven by advanced customer ordering in connection with the Company's ERP deployment.

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, total sales decreased while organic sales increased.

Organic growth was led by Dental Solutions and MedSurg, while Health Information Systems was flat.

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

Managing currency risks

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.

Foreign currency had a positive worldwide impact on sales for the second 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 and $10 million for the three and six months ended June 30, 2026, respectively.

Financial condition

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Operating Expenses

Three months ended March 31,

(Percent of corresponding net sales) 2026 2025 Change

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

(Percent of corresponding net sales) 2026 2025 Change 2026 2025 Change

Cost of product 47.5 % 51.9 % (4.4) % 49.9 % 52.1 % (2.2) %

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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.

As a 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 product, measured as a percent of sales of product, decreased in both the second quarter and first six months of 2026 as compared to the same periods last year.

The decrease was primarily driven by IEEPA tariff refunds and the benefit from programmatic savings programs, partially offset by inflation and tariff costs, which had minor impacts in both the second quarter and first six months of 2025.

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 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

Cost of software and rentals includes compensation-related costs associated with installation, training and maintenance for our software products, and depreciation, maintenance and refurbishment costs 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 both the second quarter and first six months of 2026 as compared to the same periods last year due to the impact, driven by benefits from both price and product mix.

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

(Percent of total net sales) 2026 2025 Change 2026 2025 Change

Selling, general and administrative (SG&A) 42.0 % 35.7 % 6.2 % 41.6 % 36.4 % 5.2 %

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Selling, General and Administrative

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.

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

The increase was driven by accrued legal expenses, partially offset by insurance recoveries, and higher costs associated with activities to separate operations from 3M.

Research and Development

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.

R&D, measured as a percent of total net sales, decreased in both the second quarter and first six months of 2026 when compared to the same period last year.

The decrease was driven by the impact of higher sales in advance of the ERP deployment and higher capitalized software development costs, partially offset by additional amortization expense from the acquisition of Acera.

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

Three months ended March 31,

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

(Millions) 2026 2025 2026 2025

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

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.

Interest expense, net decreased for both the three and six months ended June 30, 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 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.

Other expense (income), net increased slightly for the three months ended June 30, 2026 as compared to the same period last year primarily due to higher foreign currency transaction losses mostly offset by lower periodic pension costs and losses on investments in the prior year.

Other expense (income), net decreased for the six months ended June 30, 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 March 31,

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

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

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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

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

Three months ended March 31,

MedSurg ( 62.1% and 61.8% of consolidated sales for the three and six months ended June 30, 2026)

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

(Millions) 2026 2025 2026 2025

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Organic growth 8.9 % 3.9 % 5.1 % 4.9 %

2.7 — 2.6 (0.5)

Constant currency 11.6 3.9 7.7 4.4

Currency impact

1.1 0.9 2.0 (0.3)

Reported growth 12.7 % 4.8 % 9.7 % 4.1 %

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Percent of sales 25.8 % 17.3 % 19.8 % 17.5 %

First quarter 2026 results:

Second quarter 2026 results:

Sales in MedSurg were up 12.7%:

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

• Organic growth was impacted by approximately $85 million or 7.0% due to advanced order timing ahead of the Company's U.S.

ERP deployment.

In addition, growth was driven by volume 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.

Advanced Wound Care business growth was driven by negative pressure wound therapy.

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

• Other includes sales from the Company's December 2025 acquisition of Acera.

• Foreign currency translation positively impacted sales by 1.1%

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 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,

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

The increase was primarily driven by recognition of receivables for IEEPA tariff refunds and cost savings programs, including Transform for the Future benefits.

These increases were partially offset by higher product costs due to tariffs and other inflation, including freight.

First six months 2026 results:

Sales in MedSurg were up 9.7%:

• Organic growth was impacted by approximately $85 million or 3.6% due to advanced order timing ahead of the Company's U.S.

ERP deployment.

In addition, growth was driven by volume 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.

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

• Other includes sales from the Company's December 2025 acquisition of Acera.

• Foreign currency translation positively impacted sales by 2.0%.

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

The increase was primarily driven by recognition of receivables for IEEPA tariff refunds and cost savings programs, including Transform for the Future benefits.

These increases were partially offset by higher product costs due to tariffs and other inflation, including freight.

Dental Solutions ( 17.9% and 17.8% of consolidated sales for the three and six months ended June 30, 2026)

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

(Millions) 2026 2025 2026 2025

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Currency impact

1.8 1.6 3.1 (0.2)

Reported growth 17.0 % 2.3 % 12.5 % 0.1 %

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Percent of sales 33.0 % 28.5 % 29.0 % 26.2 %

First quarter 2026 results:

Second quarter 2026 results:

Sales in Dental Solutions were up 17.0%:

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

• Organic growth was impacted by approximately $35 million or 10.4% due to advanced order timing ahead of the Company's U.S.

ERP deployment.

In addition, organic growth was driven by both restorative and prevention solutions and 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 1.8%.

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,

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

First six months 2026 results:

Sales in Dental Solutions were up 12.5%:

• Organic growth was impacted by approximately $35 million or 5.2% due to advanced order timing ahead of the Company's U.S.

ERP deployment.

In addition, organic growth was driven by both restorative and prevention solutions and 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 3.1%.

Health Information Systems ( 16.0% and 16.5% of consolidated sales for the three and six months ended June 30, 2026)

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

(Millions) 2026 2025 2026 2025

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Organic growth 5.4 % 3.2 % 5.1 % 3.5 %

(1.2) — (1.3) —

Constant currency 4.2 3.2 3.8 3.5

Currency impact

0.2 0.2 0.5 —

Reported growth 4.4 % 3.4 % 4.3 % 3.5 %

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Percent of sales 41.0 % 35.5 % 39.6 % 34.3 %

First quarter 2026 results:

Second quarter 2026 results:

Sales in Health Information Systems were up 4.4%:

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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

First six months 2026 results:

Sales in Health Information Systems were up 4.3%:

• Positive 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 0.5%.

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.

Financial Condition and Liquidity

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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 $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.

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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.

Cash, cash equivalents and marketable securities

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.

As of June 30, 2026, Solventum had $403 million of cash and cash equivalents, of which approximately $291 million was held by the Company’s foreign subsidiaries and approximately $112 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 March 31, 2026 and December 31, 2025.

There were immaterial amounts of marketable securities at both June 30, 2026 and December 31, 2025.

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

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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,

Six months ended June 30,

(Millions) 2026 2025

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Operating Activities

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.

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

Investing Activities

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.

In the first six months of 2026, cash flows used in investing activities decreased compared to the first six 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

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 the first six months of 2026, cash flows used in financing activities increased as compared to the first six months of 2025, due to cash outflows related to the Company's share repurchase program, partially offset by proceeds from debt issuance.

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.

There were no repurchases made under this program in 2025.

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

To the extent these purchase obligations fluctuate, it largely trends with normal-course changes in regular operating activities.

To the extent these purchase obligations fluctuate, they largely trend with normal-course changes in regular operating activities.

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

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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 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), business plans or prospects, Solventum's review of strategic alternatives for its health care information systems business, or potential benefits for any such strategic alternatives or transaction, 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.

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

• whether Solventum will be able to identify or develop any strategic alternatives for Solventum's health information systems business and its ability to execute on material aspects and achieve any of the anticipated potential benefits of any such strategic alternatives;

• the occurrence of any event, change or other circumstances that could give rise to the abandonment of the review of strategic alternatives for the health information systems business or pursuit of a different structure or strategic alternative for that business;

• uncertainties as to the timing of the review of strategic alternatives for the health information systems business;

• 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;

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• Solventum’s business dealings involving third-party partners in various markets;

• Solventum’s ability to access the capital and credit markets and changes in Solventum’s credit ratings;

• Solventum’s ability to access the capital and credit markets, changes in Solventum’s credit ratings, or potential amendments, refinancings or other modifications of our credit arrangements and the availability and terms of future financing;

• exposure to interest rate and currency risks;

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• 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;

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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 2. Management’s Discussion and Analysis