AG真人官方

Solventum Corp (SOLV) director and Chief Executive Officer Bryan C. Hanson reported changes in his beneficial ownership on 09/01/2025. Hanson had 67,261 restricted stock units (RSUs) vest following conversion of previously granted 3M RSUs into Solventum RSUs under the Employee Matters Agreement; those vested RSUs were recorded at $0 acquisition price. The filing also shows a separate sale of 26,468 common shares at $73.09 each on the same date. After these reported transactions, the filing lists Hanson's direct beneficial ownership as 102,398 shares. The RSUs settle one-for-one into Class A common shares and vest in three equal annual tranches from the grant date; the derivative RSUs list an expiration/related date of 09/01/2033. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

3M Company reported ownership of 25,569,190 shares of Solventum Corporation common stock, representing approximately 14.75% of the outstanding shares based on 173,387,798 shares outstanding as of July 31, 2025. The filing states that 3M granted Solventum a proxy under a Stockholder and Registration Rights Agreement dated March 31, 2024, so 3M does not exercise voting power over these shares and therefore reports 0 votes while retaining sole dispositive power to sell or direct disposition of the shares.

The Schedule 13G/A was signed on behalf of 3M Company by Kevin H. Rhodes, Executive Vice President, Chief Legal Affairs Officer & Secretary, dated August 18, 2025. The percentage is calculated from Solventum鈥檚 August 8, 2025 SEC filing reporting outstanding shares as of July 31, 2025.

Solventum Corp reporting person 3M Co. disclosed an insider sale of 8,800,000 shares of common stock on 08/15/2025 at $73.45 per share, reducing the reporting person鈥檚 beneficial ownership to 25,569,190 shares. The Form 4 indicates the filer is a director and the filing was signed on 08/18/2025. No derivative transactions or additional explanatory narrative were provided.

Solventum Corporation filed a Form 8-K reporting a securities offering process. The filing lists an Underwriting Agreement dated August 13, 2025 among Solventum, Goldman Sachs & Co. LLC, BofA Securities, Inc. and 3M Company, a legal opinion and consent from Cleary Gottlieb Steen & Hamilton LLP, and a press release announcing pricing of the offering of the Shares dated August 13, 2025. The report identifies the companys common stock as NYSE-listed. The filing does not include details in the body of this submission about the number of shares, price per share, gross proceeds, or use of proceeds; those details may be contained in the referenced exhibits.

Solventum Corporation is registering for resale 8,800,000 shares of its common stock held by the selling shareholder, 3M Company. The shares trade on the New York Stock Exchange under the symbol SOLV and the last reported sale price on August 13, 2025 was $74.38 per share. Solventum will not receive proceeds from the resale and the underwriter expects delivery on or about August 15, 2025. The prospectus supplement emphasizes substantial risks including operational, regulatory, supply chain, intellectual property, PFAS liabilities, clinical and reimbursement risks, standalone costs and risks related to the Spin-Off from the selling shareholder. The registration remains effective until the earlier of August 13, 2027 or when all registered shares are sold. Investors are directed to Solventum's incorporated SEC filings for further detail.

Solventum Corporation filed a Form S-3 prospectus dated August 13, 2025 to register for resale up to 34,369,190 shares of its common stock held by 3M Company. The selling shareholder will receive all proceeds from any sales; Solventum will not receive proceeds from this offering. The prospectus cites a last reported sale price of $72.09 per share on August 12, 2025 and states there were 173,387,798 shares outstanding as of July 31, 2025. The registration statement will be kept effective under a Registration Rights Agreement through August 13, 2027 or until all registered shares are sold.

The filing describes Solventum as a global healthcare company with a 70+ year history, spun off from 3M on April 1, 2024. Corporate features disclosed include authorized capital of 750,000,000 common shares and 50,000,000 preferred shares, one vote per common share, no preemptive rights, a classified board in effect until 2028, and indemnification and D&O insurance. The prospectus highlights material risk factors explicitly, including that future sales by 3M could adversely affect the market price, spin-off-related costs and tax risks, potential PFAS liabilities, supply chain and regulatory risks, and other operational and financial risks incorporated by reference into the filing.

Solventum disclosed unaudited pro forma condensed consolidated financial statements reflecting a previously announced Transaction with Thermo Fisher Scientific to sell Solventum's purification and filtration business, as amended to exclude the drinking water filtration business. The amended agreement reduces the expected cash consideration from approximately $4.10 billion to approximately $4.00 billion, with closing price subject to customary adjustments.

The pro forma balance sheet is presented as if the Transaction occurred on June 30, 2025 and pro forma income statements assume the Transaction occurred on January 1, 2024 for periods shown. The filing notes the pro forma statements are illustrative, prepared under Article 11 of Regulation S-X, and do not reflect certain items including the Company鈥檚 intended use of net proceeds or potential corporate overhead reallocations related to the divestiture. The pro forma statements are filed as Exhibit 99.1.