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  4. [8-K] Element Solutions Inc Reports Material Event

Element Solutions (NYSE: ESI) drops Solstice merger after investor feedback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Element Solutions Inc (ESI) announced that it has mutually terminated its previously signed Agreement and Plan of Merger with Solstice Advanced Materials Inc. and related merger subsidiaries. The parties entered into a Termination Agreement on August 27, 2026, which also includes mutual releases from claims related to the contemplated merger, subject to customary exceptions.

Under the Merger Agreement and the Termination Agreement, neither Element Solutions nor Solstice owes any termination or other payments to the other party. Element Solutions issued a press release the same day stating that both boards, after shareholder feedback and discussions, concluded the companies would better serve their shareholders as standalone businesses and that Element Solutions intends to continue executing its existing strategy.

Positive

  • No termination fees or other payments are due between Element Solutions and Solstice in connection with the mutual termination, avoiding an immediate cash outflow tied to the collapsed transaction.

Negative

  • The proposed merger with Solstice, previously presented as having compelling strategic and financial rationale, has been terminated, removing a transaction that management had positioned as potentially beneficial.

Insights

Analyzing...

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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Termination Agreement date August 27, 2026 Date Element Solutions, Solstice and the merger subsidiaries agreed to terminate the Merger Agreement
Original Merger Agreement date July 6, 2026 Date Element Solutions entered into the Agreement and Plan of Merger with Solstice
Common Stock par value $0.01 per share Par value of Element Solutions’ common stock listed on the New York Stock Exchange
Investor Relations contact phone 1-203-952-0369 Phone number for Element Solutions’ Vice President, Strategy and Integration, in Investor Relations
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Termination Agreement regulatory
"entered into a Termination Agreement under which the parties mutually agreed"
A termination agreement is a written contract that formally ends a prior agreement between two or more parties and sets the terms for how obligations, payments, and rights are resolved when that relationship stops. It matters to investors because it can change a company’s future cash flows, liabilities, legal exposure and access to assets or services—like the paperwork you sign when you break a lease that also settles who pays what and who keeps what.
Merger Agreement regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
forward-looking statements regulatory
"This news release contains certain “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
prudent capital allocation financial
"execute our strategy focused on operational excellence, prudent capital allocation"

FAQ

What did Element Solutions Inc (ESI) announce regarding its merger with Solstice?
Element Solutions announced that the merger agreement with Solstice Advanced Materials Inc. has been mutually terminated pursuant to a Termination Agreement dated August 27, 2026, and that both companies will continue as standalone entities.

Does Element Solutions Inc (ESI) owe a breakup fee after terminating the Solstice merger?
No. Under the Merger Agreement and the Termination Agreement, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the mutually agreed termination.

Why did Element Solutions Inc (ESI) and Solstice decide to terminate the merger?
According to Element Solutions’ press release, after shareholder feedback and discussions, both boards concluded their companies would better serve shareholders as standalone companies at this time, despite viewing the original transaction’s strategic and financial rationale as compelling.

When was the Element Solutions Inc (ESI) merger with Solstice terminated?
Element Solutions, Solstice and the merger subsidiaries entered into the Termination Agreement on August 27, 2026, formally ending the previously signed Agreement and Plan of Merger between the parties.

How does Element Solutions Inc (ESI) describe its strategy after the merger termination?
Element Solutions states that it plans to continue its strategy focused on operational excellence, prudent capital allocation and building an entrepreneurial team, and notes that its growth trajectory and business momentum remain in line with its guidance.

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

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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): August 27, 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:

 

¨ 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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 1.02 of this Form 8-K is incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously disclosed, on July 6, 2026, Element Solutions Inc (“Element Solutions”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solstice Advanced Materials Inc. (“Solstice”), Solar Merger Sub One Inc. (“Merger Sub One) and Solar Merger Sub Two LLC (together with Merger Sub One, the “Merger Subs”).

 

On August 27, 2026, Element Solutions, Solstice and the Merger Subs entered into a Termination Agreement (the “Termination Agreement”) under which the parties mutually agreed to terminate the Merger Agreement. Subject to customary exceptions, the Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the contemplated merger transaction. Under the terms of the Merger Agreement and the Termination Agreement, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the termination of the Merger Agreement.

 

The foregoing descriptions of the Merger Agreement and Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission (the “SEC”) by Element Solutions on July 9, 2026, and the full text of the Termination Agreement, which is attached hereto as Exhibit 2.1, each of which is incorporated by reference herein.

 

Item 8.01 Other Events.

 

On August 27, 2026, Element Solutions issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

2.1   Termination Agreement, dated as of August 27, 2026, among Element Solutions Inc, Solstice Advanced Materials Inc., Solar Merger Sub One Inc. and Solar Merger Sub Two LLC.
99.1   Press release issued by Element Solutions on August 27, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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
   
Dated: August 27, 2026 By: /s/ Caroline S. Lind
    Name: Caroline S. Lind
    Title: General Counsel and Secretary

 

3

 

 

Exhibit 99.1

 

Element Solutions Announces Mutual Termination of Merger Agreement with Solstice Advanced Materials

 

MIAMI – August 27, 2026 – Element Solutions Inc (NYSE: ESI) (“Element Solutions” or the “Company”), a global and diversified specialty chemicals technology company, today announced that the merger agreement between Element Solutions and Solstice Advanced Materials Inc. (“Solstice”) has been mutually terminated.

 

Chairman Ian G.H. Ashken commented, “While the strategic and financial rationale of the proposed transaction was compelling, based on constructive feedback from our shareholders and discussions between the parties, both companies’ boards concluded that Element Solutions and Solstice would serve our respective shareholders better as standalone companies at this time. We took note that Element Solutions shareholders appreciate the strength of our management team, unique culture and business portfolio as currently constructed and acted accordingly. We wish the Solstice team well in the future.”

 

Chief Executive Officer Benjamin Gliklich continued, “At Element Solutions, we work for our shareholders and other stakeholders and have heard their feedback clearly. The termination of the proposed transaction is a direct response to that feedback. Going forward, we plan to continue to execute our strategy focused on operational excellence, prudent capital allocation and developing the best, most entrepreneurial team in our industry. Our growth trajectory remains compelling, and the momentum in our business continues unabated and in-line with our guidance. With a healthy balance sheet and exciting new product introductions continuing to gain traction, we look forward to the significant opportunities ahead for Element Solutions and our businesses.”

 

Under the terms of the merger agreement and the termination agreement entered into between the parties, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the mutually agreed termination of the proposed transaction.

 

About Element Solutions

 

Element Solutions Inc is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy.

 

More information about the Company is available at www.elementsolutionsinc.com.

 

 

 

 

Forward-Looking Statements

 

This news release contains certain “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements in this news release include, but are not limited to, statements regarding the termination of the Merger Agreement and the Transaction as well as the effects thereof and the Company’s future strategy, value creation prospects, growth trajectory, momentum and new product introductions. Forward-looking statements speak only as of the date they are made, and Element Solutions assumes 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.

 

Investor Relations Contact:

Varun Gokarn

Vice President, Strategy and Integration

Element Solutions Inc

1-203-952-0369

IR@elementsolutionsinc.com

 

Media Contact:
Scott Bisang / Ed Hammond
Collected Strategies
1-212-379-2072
esi@collectedstrategies.com

 

 

 

Source: View Original Filing on SEC EDGAR

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