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Solstice Advanced Materials Inc. entered into an Amendment to its existing Credit Agreement on July 24, 2026 with consenting lenders and JPMorgan Chase Bank, N.A. as administrative agent. The amendment changes the terms of the company’s credit facilities to permit, among other items, the provision of $4.685 billion in bridge financing to Solstice Advanced Materials Inc. and certain related transactions.
The bridge financing is in connection with an agreement and plan of merger dated July 6, 2026 involving the company, two wholly owned merger subsidiaries (Solar Merger Sub One Inc. and Solar Merger Sub Two LLC), and Element Solutions Inc. The full text of the First Amendment to the Credit Agreement is provided as Exhibit 10.1.
Solstice Advanced Materials Inc. entered into a First Amendment to its existing Credit Agreement on July 24, 2026 with JPMorgan Chase Bank, N.A., as administrative agent, and consenting lenders. The amendment modifies the credit facilities to permit the provision of $4.685 billion in bridge financing to the company and certain other transactions in connection with an agreement and plan of merger dated July 6, 2026 among Solstice, two wholly owned merger subsidiaries, and Element Solutions Inc. The amendment is identified as a material definitive agreement, and its full text is provided as Exhibit 10.1, with schedules and certain exhibits available to the SEC upon request.
Solstice Advanced Materials Inc. outlined a proposed acquisition of Element Solutions Inc., positioning the combined business as a larger advanced materials and electronics platform. Pro forma for 2025, management presents combined revenue of $6.8B and combined adjusted EBITDA of $1.7B, with a 26% adjusted EBITDA margin, based on non‑GAAP measures and illustrative combinations of each company’s results.
Management targets cost and revenue synergies of $180M+ annually by year 3, with an expected ~$210M run‑rate thereafter, and anticipates combined net leverage of about 3.5x at closing, or 3.1x including year‑3 synergies, with a path below 3.0x within 18 months. The nuclear segment is expected to remain a core growth pillar, supported by a $2+ billion backlog and capacity largely contracted through 2030. The materials platform would expand exposure to high‑growth electronics, semiconductor packaging and thermal management end markets. All projections rely on forward‑looking assumptions and non‑GAAP financial metrics described in the investor presentation.
On July 17, 2026, Solstice Advanced Materials Inc. announced that its Board of Directors declared a regular quarterly cash dividend of $0.075 per share on its common stock, payable on September 10, 2026 to shareholders of record as of the close of business on August 27, 2026.
Solstice Advanced Materials is described as a global specialty materials company partnering with over 3,000 customers across more than 120 countries and territories, supported by a portfolio of over 5,700 patents and pending applications and approximately 4,100 employees worldwide. The disclosure also includes forward-looking statement language citing risks such as macroeconomic and geopolitical factors and risks relating to a proposed transaction with Element Solutions Inc.
Solstice Advanced Materials Inc. filed Amendment No. 1 to a current report to fix typographical errors in its previously filed Agreement and Plan of Merger. The company is replacing the incorrect version of Exhibit 2.1 with the correct merger agreement among Solstice, Element Solutions Inc and two merger subsidiaries.
The amendment states that no other information from the original report is being changed.
Solstice Advanced Materials entered into a definitive Merger Agreement to combine with Element Solutions. Under the agreement, each outstanding Element Solutions share will receive 0.500 shares of Solstice Common Stock and $10.00 in cash per share, plus cash in lieu of fractional shares. The companies will file a Form S-4 and joint proxy, and the transaction is subject to stockholder approvals, HSR and other regulatory clearances, Nasdaq listing approval, accuracy of customary representations and satisfaction of closing conditions. Solstice has also obtained a commitment letter for a $4,685,000,000 364-day bridge facility and a $1,000,000,000 backstop revolving facility, and the agreement includes specified termination fees and customary covenants.
Solstice Advanced Materials agreed to acquire Element Solutions Inc in a cash-and-stock merger. Each Element Solutions share will be converted into 0.500 shares of Solstice common stock plus $10 in cash, with the combined transaction structured as a two-step merger reorganization.
The deal includes detailed treatment of Element Solutions equity awards, with certain restricted and performance stock units accelerating and others converting into Solstice awards based on a defined conversion ratio. Both boards unanimously approved the agreement, which requires stockholder approvals, effectiveness of a Form S-4 registration, Nasdaq listing of new Solstice shares and antitrust clearances, including under the HSR Act.
Solstice obtained a bridge financing commitment for up to $4,685,000,000 and a $1,000,000,000 backstop revolving facility to help fund the cash portion, refinance Element Solutions debt and pay fees and expenses. The merger agreement includes reciprocal termination rights and substantial cash termination fees for both parties in specified scenarios, as well as a voting agreement with a major Element Solutions stockholder supporting the deal.
Solstice Advanced Materials Inc. disclosed a proposed acquisition of Element Solutions Inc. pursuant to an Agreement and Plan of Merger entered into on July 6, 2026. The companies furnished a joint press release (Exhibit 99.1) and a joint investor presentation (Exhibit 99.2).
The filing states Solstice intends to file a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus for stockholder approval and describes customary conditions to closing, regulatory and stockholder approvals and other risks.
Solstice Advanced Materials Inc. is acquiring Element Solutions Inc. in a major cash-and-stock deal valued at approximately $14.5 billion, including assumed net debt. Element shareholders will receive $10.00 in cash and 0.500 Solstice share per Element share, implying about $50.10 per share and a 15% premium to Element’s July 2, 2026 closing price.
The combined company would have approximately $6.8 billion of 2025 net sales and $1.7 billion of adjusted EBITDA with a 26% margin including expected run-rate synergies. Solstice targets more than $180 million of annualized net synergies by year three and expects medium-term mid-single- to high-single-digit sales growth. Element shareholders are expected to own about 44% of the combined company, which will operate as Solstice. Closing is targeted for the first half of 2027, subject to shareholder and regulatory approvals, and Solstice plans to fund the cash portion with a $4.7 billion committed bridge facility plus balance sheet cash, resulting in expected net leverage of about 3.5x at closing.
Solstice Advanced Materials Inc. Chief Accounting Officer John S. Barresi reported routine equity compensation activity involving restricted stock units (RSUs) and common stock on June 16, 2026. He exercised RSUs covering 8,600 units, resulting in 8,599 shares of common stock after fractional-share settlement in cash.
Of the vested shares, 3,244 common shares were withheld to cover tax obligations at a value of $85.79 per share, a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, Barresi directly holds 5,355 shares of common stock and retains RSUs tied to 3,565 underlying shares of common stock that remain unexercised and subject to future vesting schedules.