Element Solutions (ESI) replaces merger Exhibit 2.1 after typographical fixes
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.
Positive
- None.
Negative
- None.
Insights
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.
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
Key Terms
Agreement and Plan of Merger legal
Exhibit 2.1 regulatory
Instruction 4 to Item 1.01 regulatory
FAQ
What did Element Solutions (ESI) change in this 8-K/A?
Does the Amendment alter the merger terms or economics?
Where can I find the corrected Agreement and Plan of Merger?
Who signed the Amendment for Element Solutions (ESI)?
Were any schedules or exhibits omitted from public filing?
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 | ||