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 - July 20, 2026
(Date
of earliest event reported)
SOLSTICE
ADVANCED MATERIALS INC.
(Exact
name of Registrant as specified in its Charter)
| Delaware |
|
001-42812 |
|
33-2919563 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
| 115
Tabor Road |
|
|
| Morris
Plains, New Jersey |
|
07950 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (973) 370-8188
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:
| ☒ |
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 |
|
SOLS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
7.01 Regulation FD.
On
July 20, 2026, Solstice Advanced Materials Inc., a Delaware corporation (“Solstice”) issued an investor update presentation
regarding the proposed acquisition of Element Solutions Inc, a Delaware corporation (“Element Solutions”) by Solstice. A
copy of the investor update presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and
is incorporated herein by reference.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, and shall not be deemed to be incorporated by reference into any filing made by Solstice under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains certain forward-looking statements within the meaning of the federal securities laws made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Solstice and
Element Solutions, that involve substantial risks and uncertainties. These statements can be identified by the fact that they do not
relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections
regarding, among other things, the anticipated benefits and timing of the proposed transaction, synergies, expected future financial
position, total addressable market, position in specialty chemicals and advanced materials verticals and the industry, business and financial
results of each company and the combined company, including the combined company’s expected Adjusted EBITDA and Adjusted EBITDA
margin, expected synergies, net debt and net leverage, anticipated de-leveraging, expected accretion to Adjusted EPS and expected growth,
margins and free cash flow. Forward-looking statements often include words such as “anticipates,” “estimates,”
“expects,” “positioned,” “projects,” “forecasts,” “intends,” “plans,”
“continues,” “could,” “believes,” “may,” “will,” “would,” “should,”
“goals,” “pro forma” and words and terms of similar substance in connection with discussions of the proposed
transaction and the future operating or financial performance of the combined company. As with any projection or forecast, forward-looking
statements are inherently susceptible to uncertainty and changes in circumstances. Solstice’s, Element Solutions’ or the
combined company’s actual results may vary materially from those expressed or implied in the forward-looking statements. Accordingly,
undue reliance should not be placed on any forward-looking statement made by Solstice or on its behalf. Although Solstice and Element
Solutions believe that the forward-looking statements contained in this communication are based on reasonable assumptions, you should
be aware that a variety of factors, many of which are difficult to predict and outside of Solstice’s or Element Solutions’
control, could affect Solstice’s, Element Solutions’ or the combined company’s actual financial results or results
of operations and could cause actual results to differ materially from those in such forward-looking statements, including, but not limited
to: the completion of the proposed transaction on the anticipated terms and timing, including obtaining stockholder, regulatory and other
approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of Solstice’s
and Element Solutions’ businesses and other conditions to the completion of the proposed transaction; failure to realize the anticipated
benefits of the proposed transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including
as a result of delay in completing the proposed transaction, Solstice’s ability to integrate Element Solutions’ operations
and product lines or due to unexpected costs, liabilities or delays; the ability of the parties
to obtain or consummate financing related to the proposed transaction upon acceptable terms or at all; the dilution caused by
Solstice’s issuance of additional shares of its common stock in connection with the consummation of the proposed transaction; the
risk of a downgrade of the credit rating of Solstice’s indebtedness; a material adverse change in the financial condition of Solstice,
Element Solutions or the combined company; potential litigation relating to the proposed transaction that could be instituted against
Solstice, Element Solutions or their respective directors; Solstice’s and Element Solutions’ ability to implement their business
strategies; the risk that disruptions from the proposed transaction will harm Solstice’s or Element Solutions’ respective
businesses, including current plans and operations; the ability of Solstice or Element Solutions to retain and hire key personnel; potential
adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainty
as to the long-term value of Solstice’s common stock; risks associated with third party contracts
containing consent and/or other provisions triggered by the proposed transaction; legislative, regulatory, political and economic
developments affecting Solstice’s, Element Solutions’ or the combined company’s respective businesses; the evolving
legal, regulatory and tax regimes under which Solstice and Element Solutions operate; potential business uncertainty, including changes
to existing business relationships, during the pendency of the proposed transaction that could affect Solstice’s and/or Element
Solutions’ financial performance; restrictions during the pendency of the proposed transaction that may impact Solstice’s
or Element Solutions’ ability to pursue certain business opportunities or strategic transactions; an overall decline in the health
of the economy and the industries in which Solstice and Element Solutions operate, including as a result of inflation, tariffs and other
trade barriers and restrictions, market volatility, geopolitical instability and social unrest, the possibility of an economic downturn
or recession or other macroeconomic factors; unpredictability and severity of catastrophic events, including, but not limited to, acts
of terrorism or outbreak of war or hostilities, as well as Solstice’s and Element Solutions’ response to any of the aforementioned
factors; failure to receive the approval of the stockholders of Solstice and/or Element Solutions; and the occurrence of any event, change
or other circumstance that could give rise to the termination of the merger agreement. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Solstice and
Element Solutions described in the “Risk Factors” section of their respective Annual Reports on Form 10-K for the year ended
December 31, 2025, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
implied by forward-looking statements in this communication. Forward-looking statements speak only as of the date they are made. Readers
are cautioned not to put undue reliance on forward-looking statements, and Solstice and Element Solutions assume no obligation and do
not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as otherwise required by securities or other applicable law. Neither Solstice nor Element Solutions gives any assurance that either
Solstice or Element Solutions will achieve its expectations.
Important
Information and Where to Find It
In
connection with the proposed transaction, Solstice intends to file with the SEC a registration statement on Form S-4 (the “Registration
Statement”), which will include a prospectus with respect to the shares of Solstice’s common stock to be issued in the proposed
transaction and a joint proxy statement for Solstice’s and Element Solutions’ respective stockholders (the “Joint Proxy
Statement/Prospectus”). The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders
of Solstice and Element Solutions after it is declared effective. Each of Solstice and Element Solutions may also file with or furnish
to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement,
the Joint Proxy Statement/Prospectus or any other document that Solstice or Element Solutions may mail to their respective stockholders
in connection with the proposed transaction.
INVESTORS
AND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
INCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
REGARDING SOLSTICE, ELEMENT SOLUTIONS, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors
and security holders may obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Solstice
or Element Solutions through the website maintained by the SEC at http://www.sec.gov or from Solstice at its website, https://www.solstice.com,
or from Element Solutions at its website, https://www.elementsolutionsinc.com (information included on or accessible through the SEC
website or either of Solstice’s or Element Solutions’ website is not incorporated by reference into this communication).
Participants
in Solicitation
Solstice
and Element Solutions and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of Solstice and Element Solutions in connection with the proposed
transaction.
Information
about the interests of the directors and executive officers of Solstice and Element Solutions and other persons who may be deemed to
be participants in the solicitation of stockholders of Solstice and Element Solutions in connection with the proposed transaction and
a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus,
which will be filed with the SEC.
Information
about Solstice’s directors and executive officers and their ownership of Solstice’s common stock is set forth in Solstice’s
proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 2, 2026 under the headings “Director
Compensation,” “Compensation
Discussion and Analysis,” “Executive
Compensation Tables” and “Stock
Ownership Information.” To the extent that holdings of Solstice’s securities have changed since the amounts printed in
Solstice’s proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities
on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Information
about Element Solutions’ directors and executive officers and their ownership of Element Solutions’ common stock is set forth
in Element Solutions’ proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on March 23,
2026, under the headings “Director
Compensation,” “Executive
Compensation” and “Security
Ownership.” To the extent that holdings of Element Solutions’ securities have changed since the amounts printed in Element
Solutions’ proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities
on Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
The
information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed
transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed transaction when it becomes available.
Free copies of these documents may be obtained as described above.
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the “Securities Act”), and/or offered pursuant to an exemption from the registration requirements
of the Securities Act, and otherwise in accordance with applicable law.
Important
Note about Combined and Non-GAAP Financial Information
The
financial information for the combined businesses of Solstice and Element Solutions is based on management's estimates, assumptions and
projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial
information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided
for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements
of Solstice and Element Solutions. These measures are provided for illustrative purposes and are based on an arithmetic sum of the relevant
historical financial measures of Solstice and Element Solutions. Combined Adjusted EBITDA is the arithmetic sum of Solstice’s Adjusted
Standalone EBITDA and Element Solutions’ Pro Forma Adjusted EBITDA, inclusive of expected synergies. Combined Adjusted EBITDA Margin
is inclusive of expected synergies. These measures do not reflect what the combined company's financial condition or results of operations
would have been had the proposed transaction occurred on or prior to the dates indicated. Such illustrative information may differ materially
from pro forma information included in SEC filings. Various factors could cause actual future results to differ materially from those
currently estimated by management, including, but not limited to, the risks described above and in each of Solstice’s and Element
Solutions’ respective filings with the SEC.
This
communication also includes certain financial measures not calculated in accordance with U.S. generally accepted accounting principles
("GAAP"), such as adjusted standalone EBITDA, pro forma adjusted EBITDA, combined adjusted EBITDA, combined adjusted EBITDA
margin, combined sales, synergies, integration benefits, free cash flow, net debt and net leverage. Non-GAAP financial measures have
limitations as an analytical tool and are not meant to be considered in isolation from, or as a substitute for, the comparable GAAP measures.
There are limitations to non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable
to similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. Solstice
and Element Solutions caution you not to place undue reliance on these non-GAAP financial measures.
For
a definition of Solstice’s adjusted standalone EBITDA and Element Solutions’ adjusted EBITDA and a reconciliation of adjusted
standalone EBITDA and adjusted EBITDA to the most comparable GAAP financial measure for 2025, please see Solstice’s Current Report
on Form 8-K furnished with the SEC on February 11, 2026 and Element Solutions’ Current Report on Form 8-K furnished with
the SEC on February 17, 2026 and Element Solutions’ 2026 Investor Day presentation at its website at https://www.elementsolutions.com
(information included on or accessible through Element Solutions’ website is not incorporated by reference into this communication).
Element Solutions’ pro forma Adjusted EBITDA for fiscal year 2025 is from Element Solutions’ 2026 Investor Day presentation
and is Element Solutions’ Adjusted EBITDA inclusive of a pro forma adjustment of $61 million from the impact of the acquisitions
of Micromax and EFC Gases. Combined Adjusted EBITDA and Combined Adjusted EBITDA margin includes expected synergies.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed as part of this Report:
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Investor
Update Presentation. |
| 104 |
|
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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.
| Date: July 20, 2026 |
SOLSTICE ADVANCED MATERIALS INC. |
| |
|
|
| |
By: |
/s/
Brian Rudick |
| |
|
Brian Rudick |
| |
|
Senior Vice President,
General Counsel & Secretary |
