Every 8-K that Solstice Advanced Materials Inc. (SOLS) 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 SOLS 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 SOLS filings page.
Solstice Advanced Materials Inc. (SOLS) announced that it has entered into a Termination Agreement with Element Solutions Inc. and its merger subsidiaries, under which the previously agreed merger for Solstice to acquire Element has been mutually terminated pursuant to the merger agreement’s termination provisions. The merger agreement is of no further force and effect, the parties have granted each other mutual releases (subject to limited customary exceptions), and no termination fees or other payments are owed by either party.
As a result of the deal termination, Solstice’s related financing commitment letter with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC and its Voting and Support Agreement with Sir Martin E. Franklin were also automatically terminated. On the same date, Solstice’s Board of Directors authorized a share repurchase program of up to $500 million of common stock, to be funded with cash on hand and cash generated by operations and executed through various potential methods, including Rule 10b5-1 plans.
Solstice also affirmed its previously announced outlook, maintaining guidance for 2026 net sales of $4,125–$4,185 million, adjusted EBITDA of $1,035–$1,055 million, adjusted diluted EPS of $2.75–$2.95, and capital expenditures of $420–$440 million, as well as third-quarter 2026 net sales guidance of $990–$1,030 million. As of August 26, 2026, Solstice had 158,889,436 shares of common stock outstanding.
Solstice Advanced Materials reported second-quarter 2026 net sales of $1,148 million, up 11% year over year, with Organic Net Sales up 10.6%. Net income attributable to the company rose to $119 million, with diluted EPS of $0.75 and Adjusted diluted EPS of $0.88. Adjusted EBITDA was $290 million, and Adjusted EBITDA Margin was 25.3%, down 218 basis points, reflecting plant turnaround timing and prior-year production incentive credits.
Refrigerants & Applied Solutions net sales grew 12% to $850 million, led by Nuclear and Healthcare Packaging, though segment Adjusted EBITDA declined 6% and margin fell to 32.9%. Electronic & Specialty Materials net sales rose 8% to $298 million, with segment Adjusted EBITDA up 24% and margin improving to 21.6% on strong semiconductor demand. For the first half, operating cash flow was $461 million and Free Cash Flow was $248 million. As of June 30, 2026, total long-term debt was about $2.0 billion, cash was approximately $750 million, and the Net Leverage ratio was about 1.3x, with total liquidity around $1.75 billion. The company raised full-year 2026 guidance to net sales of $4,125–$4,185 million, Adjusted EBITDA of $1,035–$1,055 million, and Adjusted diluted EPS of $2.75–$2.95, and highlighted a pending cash-and-stock acquisition of Element Solutions, expected to close in the first half of 2027 subject to approvals.
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 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. 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. reported the results of its 2026 Annual Meeting of shareowners. Shareholders elected directors Peter Gibbons, Rose Lee, William Oplinger, and Patrick Ward with more than 108.7 million votes cast in favor for each nominee, plus additional broker non-votes.
Shareholders also approved an advisory resolution on executive compensation, with 106,377,063 votes for, 4,429,812 against, and 354,488 abstentions, alongside 22,797,301 broker non-votes. In a separate vote on how often to hold this advisory vote, 107,765,801 shares supported an annual say-on-pay vote, far exceeding support for two- or three-year intervals.
Based on this outcome and the Board’s prior recommendation, the company will include an annual advisory vote on named executive officer compensation in its proxy materials until the next required frequency vote, which is expected at the 2032 Annual Meeting of Shareowners.
Solstice Advanced Materials reported first quarter 2026 net sales of $991 million, up 10% from $897 million a year earlier, driven by growth in Refrigerants, Nuclear and Electronic Materials. Net income attributable to Solstice was $85 million versus $134 million, with diluted EPS of $0.53 versus $0.85.
Adjusted EBITDA was $249 million, roughly flat year over year, and the Adjusted EBITDA margin declined to 25.1% from 27.9% due mainly to refrigerant mix shifts and higher R&D. Operating cash flow reached $199 million and free cash flow was $124 million.
The company ended March 31, 2026 with $642 million of cash, $1.971 billion of total debt and a net leverage ratio of 1.4x. Solstice reaffirmed full-year 2026 guidance, including net sales of $3.9–$4.1 billion and Adjusted EBITDA of $975 million–$1,025 million, and declared a quarterly dividend of $0.075 per share.
Solstice Advanced Materials Inc. declared a regular quarterly cash dividend of $0.075 per share on its common stock. The dividend will be paid on June 10, 2026 to shareowners of record as of the close of business on May 27, 2026. This payment reflects ongoing cash returns to shareholders while the company continues operating as a global specialty materials provider serving critical industries such as refrigerants, semiconductor manufacturing, data center cooling, nuclear power and healthcare packaging.
Solstice Advanced Materials Inc. approved new long-term equity awards for senior executives, combining time-based restricted stock units (RSUs) and performance stock units (PSUs) under its 2025 Stock Incentive Plan. Each unit gives the right to one share of common stock if vesting conditions are met.
On February 24, 2026, CEO David Sewell received 46,244 RSUs and 46,244 target PSUs. Other named officers received smaller but similar grants, including the CFO with 9,961 RSUs and 9,961 target PSUs. RSUs vest in three equal annual installments.
PSUs vest after a three-year performance period covering fiscal years 2026 through 2028, based on adjusted earnings per share and return on invested capital, with a modifier tied to relative total shareholder return and continued employment.
Solstice Advanced Materials Inc. set the date of its 2026 Annual Meeting of Shareowners for Friday, May 22, 2026. Shareowners of record at the close of business on Monday, March 23, 2026 will be entitled to receive notice of and vote at the meeting.
Shareowner proposals for inclusion in the proxy materials under Rule 14a-8 must arrive at the company’s New Jersey headquarters by Thursday, March 5, 2026 and meet all Rule 14a-8 requirements. Proposals or director nominations outside Rule 14a-8 had to follow the company’s By-Laws, with earlier advance notice windows already specified.
Under the company’s proxy access By-Laws, requests to include shareowner-nominated directors in the 2026 proxy materials must be received by March 2, 2026. Shareowners intending to solicit proxies for their own director nominees must also provide the information required by Rule 14a-19 no later than March 23, 2026.
Solstice Advanced Materials Inc. reported mixed 2025 results with solid sales growth but sharply lower earnings, initiated a quarterly dividend, and issued 2026 guidance. Fourth-quarter 2025 net sales were $987 million, up 8% year over year, driven by double-digit growth in Refrigerants, Nuclear (Alternative Energy Services), and Electronic Materials. However, Q4 net income attributable to Solstice fell to $41 million from $133 million, and Adjusted Standalone EBITDA declined to $189 million, with margin compressing to 19.1% due mainly to higher costs, refrigerant mix shifts, and plant downtime.
For full-year 2025, net sales reached $3.886 billion, up 3%, while net income attributable to Solstice dropped to $237 million from $594 million, reflecting higher income tax expense tied to the spin-off and softer margins. Full-year Adjusted Standalone EBITDA was $957 million, down 4%, with a 24.6% margin. Capital expenditures rose 38% to $408 million to support long-term growth, and net leverage stood at about 1.5x based on 2025 Adjusted Standalone EBITDA. The Board declared the company’s first quarterly dividend of $0.075 per share, payable March 10, 2026 to shareowners of record on February 24, 2026. For 2026, Solstice guided to net sales of $3.9–$4.1 billion, Adjusted EBITDA of $975–$1,025 million, and Adjusted Diluted EPS of $2.45–$2.75, alongside capital spending of $400–$425 million.