Element Solutions corrects merger exhibit

Element Solutions Inc amends its Form 8-K to correct typographical errors in the Agreement and Plan of Merger dated July 6, 2026 and replaces Exhibit 2.1 in full.

Rhea-AI Filing Summary

Element Solutions Inc amends its Form 8-K to correct typographical errors in the Agreement and Plan of Merger dated July 6, 2026 and replaces Exhibit 2.1 in full.

The filing states the replacement Exhibit 2.1 is furnished with this Amendment No. 1 and that no other information in the Original Report is changed.

Insights

M&A Counsel

Amendment corrects and replaces the merger exhibit; substance of the deal unchanged.

The Amendment No. 1 replaces Exhibit 2.1 — the Agreement and Plan of Merger dated July 6, 2026 — to fix typographical errors. It explicitly states no other information in the Original Report is amended.

Timing and deal economics are not altered in the Amendment; omitted schedules/exhibits remain available to the SEC on a confidential basis upon request.

Corporate Secretary

Administrative correction filed; corporate record updated with corrected exhibit.

The filing replaces the prior Exhibit 2.1 and includes the Cover Page Interactive Data File (104). It also notes the registrant will furnish omitted schedules/exhibits confidentially under Instruction 4 to Item 1.01.

Signatory block shows authorization by Caroline S. Lind as General Counsel and Secretary on July 8, 2026. Further disclosures, if any, would appear in subsequent filings.

Key Figures

Amendment number: Amendment No. 1 Agreement date: July 6, 2026 Signature date: July 8, 2026 +4 more

7 metrics

Amendment number Amendment No. 1 Form 8-K/A

Agreement date July 6, 2026 Agreement and Plan of Merger dated

Signature date July 8, 2026 Signed by General Counsel and Secretary

Exhibit replaced Exhibit 2.1 Agreement and Plan of Merger replaced in its entirety

Interactive data file Exhibit 104 Cover Page Interactive Data File

Commission File Number 001-36272 Registrant's Commission File Number

EIN 37-1744899 Issuer's IRS Employer Identification Number

Key Terms

Agreement and Plan of Merger, Exhibit 2.1, Instruction 4 to Item 1.01

3 terms

Agreement and Plan of Merger legal

"Agreement and Plan of Merger, dated as of July 6, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Exhibit 2.1 regulatory

"replace in its entirety Exhibit 2.1 filed with the Original Report"

Instruction 4 to Item 1.01 regulatory

"Schedules and/or exhibits have been omitted pursuant to Instruction 4 to Item 1.01"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Element Solutions (ESI) change in this 8-K/A?

It replaces Exhibit 2.1 to correct typographical errors in the Agreement and Plan of Merger dated July 6, 2026. The Amendment states no other information from the Original Report is amended.

Does the Amendment alter the merger terms or economics?

No, the Amendment corrects typographical errors and replaces the exhibit; it does not change the deal terms. The filing states that no other information in the Original Report is amended.

Where can I find the corrected Agreement and Plan of Merger?

The corrected Agreement and Plan of Merger is furnished as Exhibit 2.1 to this Amendment No. 1. Omitted schedules/exhibits may be provided confidentially to the SEC upon request.

Who signed the Amendment for Element Solutions (ESI)?

The Amendment was signed by Caroline S. Lind, General Counsel and Secretary, on July 8, 2026. The signature block appears in the filing's closing section.

Were any schedules or exhibits omitted from public filing?

Yes; certain schedules/exhibits were omitted pursuant to Instruction 4 to Item 1.01. Element will furnish omitted materials to the SEC confidentially upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/09/2026 - 08:31 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2026

 

Element Solutions Inc

(Exact name of registrant as specified in its charter)

Delaware	001-36272	37-1744899
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 South Pointe Drive, Suite 200		33139
Miami Beach, Florida		(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (561) 207-9600

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:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	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:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			ESI			New York Stock Exchange

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. ☐

Explanatory Note

This Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Element Solutions Inc (“Element”) amends Element's Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on July 6, 2026 (the “Original Report”). This Amendment is being filed solely to correct typographical errors in the previously filed version of the Agreement and Plan of Merger, dated as of July 6, 2026, by and among Element, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC, and replace in its entirety Exhibit 2.1 filed with the Original Report with the correct version of Exhibit 2.1 filed herewith. Other than as described above, this Amendment does not amend any other information previously filed in the Original Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of July 6, 2026, by and among Element Solutions Inc, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules and/or exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. Element agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

SIGNATURES

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 hereunto duly authorized.

	ELEMENT SOLUTIONS INC.
Date: July 8, 2026	By:	/s/ Caroline S. Lind
		Name:	Caroline S. Lind
		Title:	General Counsel and Secretary