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Element Solutions Inc SEC Filings

ESI NYSE

Welcome to our dedicated page for Element Solutions SEC filings (Ticker: ESI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

Element Solutions Inc filings document the regulatory record of a specialty chemicals technology company with Electronics and Specialties operations. Recent 8-K reports furnish quarterly and annual operating results, GAAP and non-GAAP financial measures, guidance-related exhibits and material-event disclosures tied to capital structure and financing arrangements.

Proxy and annual-meeting filings cover board composition, director elections, executive compensation votes and other stockholder voting matters. The filings also record governance changes, common-stock voting results, material agreements and corporate disclosures relevant to Element Solutions' specialty chemicals businesses and public-company reporting obligations.

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Solstice Advanced Materials announced an agreement to acquire Element Solutions. The companies say the combination will create an expanded advanced materials platform spanning electronics, thermal management, AI infrastructure and data-center applications. The transaction is expected to close in the first half of 2027, subject to stockholder and regulatory approvals and customary closing conditions.

Until closing, Solstice and Element Solutions will operate separately; there are no immediate changes to roles, reporting lines, compensation or day-to-day operations. Solstice intends to file a registration statement on Form S-4 and a joint proxy statement/prospectus with the SEC in connection with the transaction. David Sewell is identified as President and CEO of the combined company upon closing.

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Solstice Advanced Materials Inc. announced an agreement to acquire Element Solutions Inc., aiming to create a larger global advanced materials platform that expands capabilities across electronics, thermal management, refrigerant application solutions and specialty materials. Subject to regulatory approvals and customary closing conditions, the companies expect the transaction to close in the first half of 2027. Until closing, Solstice and Element will operate independently under existing commercial terms and processes, with no immediate changes to customer contacts, contracts, product specifications, pricing, or operational integration.

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Solstice Advanced Materials Inc. announced a definitive agreement to acquire Element Solutions Inc., combining their specialty chemicals and advanced materials businesses. The companies said there is no immediate change to customer relationships and that the transaction is subject to stockholder and regulatory approvals and other customary conditions. The companies stated the deal is expected to close in the first half of 2027 and that they will remain separate until closing. The communication describes targeted combined capabilities across electronics, thermal management, refrigerant solutions and other specialty applications and includes a lengthy forward-looking statements caution. Solstice intends to file a registration statement on Form S-4 and a joint proxy statement/prospectus for stockholder votes.

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Solstice Advanced Materials Inc. posted a LinkedIn communication on July 6, 2026 regarding the proposed transaction with Element Solutions Inc., providing cautionary forward-looking statements and describing planned SEC disclosures related to the merger.

The post states Solstice intends to file a Form S-4 containing a joint proxy statement/prospectus and urges stockholders to read those documents when available.

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Solstice Advanced Materials Inc. provided employee communication regarding its proposed merger with Element Solutions Inc. The notice reiterates that the companies intend to file a Form S-4 and a combined Joint Proxy Statement/Prospectus and warns that forward-looking statements about timing, synergies, financial metrics and approvals involve substantial risks.

The communication lists typical closing risks and procedural steps including stockholder and regulatory approvals, potential financing considerations, dilution from share issuance, and possible litigation. Recipients are directed to review the Registration Statement and Joint Proxy Statement/Prospectus when filed and to consult the companies' SEC filings for detailed risk factors.

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Element Solutions Inc entered into a definitive Merger Agreement to be acquired by Solstice Advanced Materials. At the First Merger Effective Time, each share of Element Solutions common stock will convert into 0.500 shares of Solstice common stock plus $10.00 in cash per share, plus cash in lieu of fractional shares. The transactions are structured as two-step mergers intended to qualify as a Section 368(a) reorganization and are conditioned on, among other items, stockholder approvals, effectiveness of a Form S-4 registration statement, Nasdaq listing approval and expiration of HSR waiting periods. The agreement includes specified acceleration and conversion treatments for RSUs, PSUs and certain options and detailed termination fee provisions, including an Element Solutions termination fee of $376,000,000 and potential Solstice termination fees of $385,000,000 or $513,000,000 in specified circumstances.

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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.

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Rhea-AI Summary

Element Solutions Inc announced it has entered into a merger agreement to be acquired by Solstice Advanced Materials Inc. The companies issued a joint press release and a joint investor presentation on July 6, 2026 describing the proposed transaction. The filing states Solstice will file a Registration Statement on Form S-4 and a Joint Proxy Statement/Prospectus for stockholder approvals. The communication includes customary forward-looking statements and lists regulatory, stockholder and other closing conditions.

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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.

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Filon Elyse Napoli reported acquisition or exercise transactions in this Form 4 filing.

Element Solutions Inc director Elyse Napoli Filon reported compensation-related equity activity. On May 4, 2026, previously reported restricted stock units (RSUs) covering 6,539 shares vested and were settled into the same number of common shares, bringing her direct common stock holdings to 30,490 shares. She also received a new grant of 3,272 RSUs, each representing one future share of common stock. According to the terms, these RSUs vest on the earlier of May 4, 2027 or the next annual stockholder meeting, and may vest immediately upon a change of control, assuming she continues serving as a director.

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FAQ

How many Element Solutions (ESI) SEC filings are available on StockTitan?

StockTitan tracks 90 SEC filings for Element Solutions (ESI), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Element Solutions (ESI)?

The most recent SEC filing for Element Solutions (ESI) was filed on July 6, 2026.