FALSE000196473800019647382025-09-082025-09-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 8, 2025
SOLVENTUM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | File No. 001-41968 | | 92-2008841 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota | | | | 55144 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) (651) 733-1110
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, Par Value $.01 Per Share | | SOLV | | New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act. ☐
Item 8.01. Other Events.
Results and Upsizing of Note Tender Offers
On September 8, 2025, Solventum Corporation (the “Company”) issued a press release announcing the results as of the early participation date and upsizing of its previously announced cash tender offers to purchase certain of its outstanding debt securities (the “Tender Offers”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Pricing of Note Tender Offers
On September 8, 2025, the Company issued a press release announcing the pricing terms of the Tender Offers. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.
The information contained in this Current Report on Form 8-K does not constitute an offer to sell, a solicitation to buy, or an offer to purchase any securities. The Tender Offers are being made only pursuant to the Offer to Purchase dated August 22, 2025, as amended by the Company’s press release dated September 8, 2025 announcing the results and upsizing of the Tender Offers. The Tender Offers are being made only in such jurisdictions as is permitted under applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | | Description |
| 99.1 | | Press release announcing the results as of the early participation date and upsizing of the Tender Offers, dated September 8, 2025. |
| 99.2 | | Press release announcing the pricing terms of the Tender Offers, dated September 8, 2025. |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| SOLVENTUM CORPORATION |
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| By: | /s/ Wayde McMillan |
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| | Wayde McMillan |
| | Executive Vice President and Chief Financial Officer |
Dated: September 8, 2025
