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 – July 24, 2026
(Date of earliest event reported)
SOLSTICE ADVANCED MATERIALS INC.
(Exact name of Registrant as specified in its
Charter)
| Delaware |
001-42812 |
33-2919563 |
(State
or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S.
Employer Identification
Number) |
| 115
Tabor Road |
|
| Morris
Plains, New Jersey |
07950 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number, including
area code: (973) 370-8188
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 |
|
SOLS |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
On July 24, 2026, Solstice Advanced Materials
Inc. (the “Company”), the consenting lenders, and JPMorgan Chase Bank, N.A., as administrative agent, entered into
an amendment (the “Amendment”) to the existing credit agreement, dated October 29, 2025, between the Company,
the guarantors named therein, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as
so amended, the “Credit Agreement”). The Amendment amends the terms of the credit facilities to allow, among other
things, for the provision of $4.685 billion in bridge financing to the Company and certain other transactions in connection with that
certain agreement and plan of merger, dated as of July 6, 2026, with, among others, Solar Merger Sub One Inc., a Delaware corporation
and a wholly-owned subsidiary of the Company, Solar Merger Sub Two LLC, a Delaware limited liability company and a wholly-owned subsidiary
of the Company, and Element Solutions Inc., a Delaware corporation.
The foregoing description of the Amendment does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. | |
Description |
| 10.1 | |
First Amendment to Credit Agreement, dated as of July 24, 2026, among Solstice Advanced Materials Inc., the consenting lenders, and JPMorgan Chase Bank, N.A. |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Schedules and/or exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: |
July 27, 2026 |
SOLSTICE ADVANCED MATERIALS INC. |
| |
|
|
| |
|
By: |
/s/
Brian Rudick |
| |
|
Brian Rudick |
| |
|
Senior Vice President,
General Counsel & Corporate Secretary |