Every 8-K that Element Solutions Inc. (ESI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ESI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ESI filings page.
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.
Element Solutions Inc reported record second-quarter 2026 results. Net sales were $977.9 million, up 56% year over year and 15% organically, led by Electronics at $767.0 million, up 75% with 20% organic growth. Reported net income was $77.3 million and GAAP diluted EPS was $0.32.
Adjusted EPS rose to $0.47 from $0.37, and adjusted EBITDA increased to $183.5 million from $136.0 million, lifting adjusted EBITDA margin to 27.8% from 26.6%. Cash flows from operating activities were about $100 million and free cash flow was $74 million in the quarter.
The company now expects full-year 2026 adjusted EBITDA of $690–$710 million and adjusted EPS growth of approximately 20%, and forecasts about $180 million of adjusted EBITDA in third quarter 2026. Element Solutions also agreed to be acquired by Solstice, with each share to receive 0.5 Solstice share plus $10.00 in cash, subject to approvals and expected to close in the first half of 2027.
Element Solutions Inc reports that Solstice Advanced Materials Inc issued an investor update presentation about Solstice’s proposed acquisition of Element Solutions. The communication is furnished under Regulation FD, with the presentation attached as an exhibit and incorporated by reference.
The text is dominated by a detailed forward-looking statements disclaimer covering expected benefits and timing of the transaction, anticipated synergies, leverage, Adjusted EBITDA, Adjusted EBITDA margin, accretion to Adjusted EPS, and free cash flow for the combined company. It stresses that actual results may differ materially due to numerous factors, including required stockholder and regulatory approvals, financing, integration challenges, potential litigation, retention of personnel, macroeconomic conditions, and the risk the merger agreement could be terminated.
Solstice plans to file a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus for both companies’ stockholders and urges investors to read these materials when available. The communication clarifies it is not an offer to sell or solicit securities and describes extensive use of non-GAAP measures such as combined Adjusted EBITDA and Adjusted EBITDA margin, including a $61 million pro forma EBITDA adjustment tied to prior Micromax and EFC Gases acquisitions; these measures are characterized as illustrative only and not prepared under Regulation S-X pro forma requirements.
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.
Element Solutions Inc entered into a definitive Agreement and Plan of Merger with Solstice Advanced Materials Inc.. Element Solutions will be acquired in a cash-and-stock transaction intended to qualify as a tax-efficient reorganization, leaving it as a wholly owned subsidiary of Solstice.
For each share of Element Solutions common stock, stockholders are expected to receive 0.500 shares of Solstice common stock plus $10.00 in cash, plus cash in lieu of fractional Solstice shares. The deal has been unanimously approved by both boards but remains subject to stockholder approvals, regulatory clearances, effectiveness of a Form S-4 registration statement, and other customary closing conditions.
The Merger Agreement includes detailed treatment of Element Solutions equity awards, non-solicitation and matching rights, and multiple termination scenarios. Termination fees include a $376 million fee payable by Element Solutions in certain cases and fees of up to $513 million payable by Solstice in specific Honeywell-related circumstances.
Element Solutions Inc is set to be acquired by Solstice Advanced Materials in a cash-and-stock deal valued at about $14.5 billion, including assumed net debt. Element shareholders will receive $10.00 in cash and 0.500 Solstice shares per Element share, for implied consideration of roughly $50.10 and a premium of about 15% over Element’s July 2, 2026 closing price.
The combined company is projected to have around $6.8 billion of 2025 net sales and $1.7 billion of Adjusted EBITDA with a 26% margin, including expected run-rate synergies. Management targets more than $180 million of annual net synergies by year three and medium-term revenue and Adjusted EBITDA growth above Solstice’s prior standalone outlook.
Element shareholders are expected to own roughly 44% of the combined company, which will operate under the Solstice name. Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals and other customary conditions. Solstice has a fully committed $4.7 billion bridge facility to help fund the cash portion and expects net leverage around 3.5x at closing, with a plan to reduce it below 3x Adjusted EBITDA within 18 months.
Element Solutions Inc reported the results of its 2026 annual meeting of stockholders. Holders of 233,554,750 shares of common stock, representing about 96% of the 243,595,391 shares outstanding as of March 9, 2026, were present in person or by proxy.
Stockholders elected eight director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
However, the advisory "say-on-pay" proposal to approve compensation of named executive officers did not pass, receiving 94,453,991 votes for and 133,467,914 votes against, with 2,139,708 abstentions and 3,493,137 broker non-votes.
Element Solutions Inc reported strong growth for the three months ended March 31, 2026, with net sales of $840.0 million, up 41% from $593.7 million and 10% on an organic basis. Adjusted EBITDA rose to $162.3 million from $128.4 million, and adjusted EPS increased to $0.41 from $0.34.
GAAP net income declined to $56.0 million from $98.0 million due to a prior-year divestiture gain, while adjusted EBITDA margin improved to 27.8%. The company completed the $493 million Micromax and $367 million EFC acquisitions and raised full-year 2026 adjusted EBITDA guidance to $665–$685 million, with Q2 2026 guidance of $155–$170 million.
Element Solutions Inc announced a planned board leadership transition. Executive Chairman and director Sir Martin E. Franklin informed the Board on March 23, 2026 that he will not seek reelection and will retire from the Board at the end of his current term, as of the 2026 annual meeting of stockholders or May 4, 2026. The Board approved reducing its size from eight to seven directors effective May 4, 2026 and stated there was no disagreement between Sir Martin and the Company on any matter relating to operations, policies or practices.
The Company also announced that long‑time director Ian G.H. Ashken, a founding director since 2013 and Chair of the Nominating and Policies Committee, has been appointed Non‑Executive Chairman of the Board, effective as of the 2026 Annual Meeting. Sir Martin plans to remain a substantial shareholder and counselor to CEO Ben Gliklich. A press release with these details was issued on March 23, 2026 and filed as Exhibit 99.1.
Element Solutions Inc reported 2025 net sales of $2.55 billion, up 4% reported and 6% organically, with strong growth in its Electronics segment offset by declines in Specialties after divestitures. Full-year GAAP net income was $191 million, down 22%, while adjusted EBITDA rose to $548 million.
GAAP diluted EPS was $0.79 versus $1.00 in 2024, but adjusted EPS increased to $1.49 from $1.44. In Q4 2025, net sales grew 8% to $676 million, yet net income fell sharply to $6.2 million as margins tightened and other expenses increased, although adjusted EBITDA improved 5%.
The company issued 2026 guidance for adjusted EBITDA of $650–$670 million and adjusted EPS growth in the mid to high teens. It reshaped its portfolio by selling MacDermid Graphics Solutions for about $320 million and acquiring EFC for about $369 million and Micromax for about $500 million, funded partly with $450 million of add-on term loans and a new $500 million revolver.
Element Solutions Inc entered into a new credit amendment that adds significant term debt and expands its revolving credit facility to fund an acquisition. The company obtained $450 million in new U.S. dollar term loans, fungible with its existing $836 million Term B loans, and put in place a new $500 million revolving credit facility that replaces a prior $375 million revolver and extends its maturity to February 2, 2031.
The new term loans, maturing December 18, 2030, carry interest at Term SOFR plus a 1.75% margin, with a 0% floor, and are guaranteed and secured on the same basis as the existing term loans. The revolver offers multiple benchmark options with margins of 1.50% over certain rates or 0.50% over Base Rate, plus letter of credit and commitment fees.
The proceeds of the new term loans, together with available cash, were used to pay the roughly $500 million purchase price for the previously announced acquisition of Micromax, which closed on February 2, 2026. Element Solutions also entered into interest rate and cross-currency swaps to convert $350 million of the new term loans into fixed-rate euro-denominated debt through December 2029.
Element Solutions Inc (ESI) furnished a press release announcing financial results for the three and nine months ended September 30, 2025. The company highlighted that the release includes certain non-GAAP financial measures, with definitions and reconciliations available in the press release.
The information under Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act. Exhibits include the press release (99.1) and the cover page Inline XBRL file (104).
Element Solutions Inc (ESI) filed an 8-K (Item 7.01 – Regulation FD Disclosure) on 7 July 2025 to inform investors that it has raised both its second-quarter and full-year 2025 outlook. The company furnished a press release (Exhibit 99.1) containing the revised guidance, but the specific financial figures are not included in the filing text. The disclosure is considered “furnished,” not “filed,” which limits potential liability under Section 18 of the Exchange Act and restricts automatic incorporation into other SEC filings unless expressly referenced. No other items—such as financial statements, M&A activity, or leadership changes—are reported. This single-item 8-K signals management’s confidence in near-term performance and may influence analyst estimates and investor sentiment, but investors will need to review the attached press release for precise revenue, earnings or margin targets.