Element Solutions (ESI) files 8-K/A to correct merger agreement exhibit

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

Element Solutions Inc filed an amended current report to correct the merger agreement exhibit attached to an earlier Form 8-K. The amendment replaces in full Exhibit 2.1, the Agreement and Plan of Merger among Element, Solstice Advanced Materials Inc. and two merger subsidiaries, to fix typographical errors in the previously filed version.

The company states that no other information from the original report is changed, so the underlying transaction disclosure remains as previously reported.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Form 8-K/A, Agreement and Plan of Merger, Inline XBRL, Instruction 4 to Item 1.01

4 terms

Form 8-K/A regulatory

"FORM 8-K/A (Amendment No. 1) Pursuant to Section 13 or 15(d)"

A Form 8-K/A is an amended current report filed with the U.S. Securities and Exchange Commission to correct, clarify or add information that was previously disclosed on a Form 8-K about a material corporate event. For investors it matters because it updates the official record—like an edited breaking-news bulletin—so market participants can reassess a company’s risks, valuation or legal exposure based on the most accurate, complete information.

Agreement and Plan of Merger financial

"Agreement and Plan of Merger, dated as of July 6, 2026, by and among Element Solutions Inc"

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.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Instruction 4 to Item 1.01 regulatory

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

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Available on EDGAR 07/09/2026 - 08:30 AM Accepted by SEC EDGAR 07/09/2026 - 08:30 AM

FAQ

What does Element Solutions Inc (ESI) change in this amended 8-K/A?

Element Solutions Inc updates its prior current report only to replace Exhibit 2.1, the Agreement and Plan of Merger, with a corrected version that fixes typographical errors. All other disclosures from the original report remain unchanged according to the company.

Does the Element Solutions (ESI) 8-K/A alter the merger terms?

The amendment states it is filed solely to correct typographical errors in the previously filed merger agreement exhibit. It explicitly notes that no other information in the original report is amended, indicating the disclosed merger terms remain as previously reported.

Which agreement is replaced in Element Solutions Inc’s amended filing?

The filing replaces Exhibit 2.1, the Agreement and Plan of Merger dated July 6, 2026, among Element Solutions Inc, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC, with the correct version of that agreement attached to this amendment.

Why did Element Solutions Inc (ESI) file this Form 8-K/A amendment?

Element Solutions Inc filed the amendment to correct typographical errors in the previously filed version of its Agreement and Plan of Merger exhibit. The company clarifies this is the sole purpose of the amendment and that no other parts of the prior report are revised.

Are additional schedules to the Element Solutions merger agreement available?

The filing notes that certain schedules or exhibits to the merger agreement are omitted under Instruction 4 to Item 1.01. Element Solutions agrees to provide any omitted schedules or exhibits to the SEC on a confidential, supplemental basis if requested.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents