SOLV 8-K: Underwriting Agreement, Counsel Opinion, and Pricing Press Release

Rhea-AI Filing Summary

Solventum Corporation filed a Form 8-K reporting a securities offering process. The filing lists an Underwriting Agreement dated August 13, 2025 among Solventum, Goldman Sachs & Co. LLC, BofA Securities, Inc. and 3M Company, a legal opinion and consent from Cleary Gottlieb Steen & Hamilton LLP, and a press release announcing pricing of the offering of the Shares dated August 13, 2025. The report identifies the companys common stock as NYSE-listed. The filing does not include details in the body of this submission about the number of shares, price per share, gross proceeds, or use of proceeds; those details may be contained in the referenced exhibits.

Positive

• Underwriting agreement executed dated August 13, 2025, indicating the offering process reached formal execution
• Counsel opinion and consent from Cleary Gottlieb Steen & Hamilton LLP included as exhibits
• Press release announcing pricing of the offering is attached as an exhibit, indicating the offering was priced

Negative

• Key offering economics are not disclosed in the 8-K text: number of shares, price per share, and gross proceeds are not stated
• Use of proceeds and potential dilution effects are not described in the filing text and must be obtained from the exhibits

Insights

Securities Attorney

TL;DR: The filing documents a priced equity offering with standard underwriting and counsel opinions, but the 8-K text lacks offering economics.

The exhibits cited—underwriting agreement, counsel opinion and consent, and a pricing press release—are typical for a registered offering closing or pricing announcement. Legal counsel involvement and a formal underwriting agreement indicate the issuer followed customary transactional steps. The 8-K text itself omits the offering size, price, and allocation details; those are presumably in the attached underwriting agreement and press release, which investors and counsel should review for material terms, indemnities, underwriting discounts, and lock-up provisions.

Equity Capital Markets Analyst

TL;DR: This is a routine disclosure of a priced share offering; the filing confirms placement agents and pricing occurred on August 13, 2025.

The named underwriters are major investment banks, which is consistent with a marketed equity transaction. The presence of a priced press release suggests the offering was executed rather than only announced. The 8-K does not provide proceeds, share count, or pricing metrics in the filing text, so assessment of dilution or capital impact requires examining the exhibits referenced.

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  UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 13, 2025

SOLVENTUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-41968	92-2008841
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3M Center, Building 275-6W

2510 Conway Avenue East

Maplewood, MN 55144

 (Address of principal executive offices) (Zip Code)

(651) 733-1110

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ 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 exchange on which registered
Common Stock, $0.01 par value	SOLV	New York Stock Exchange

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 8.01. Other Events.

Underwriting Agreement

On August 13, 2025, Solventum Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs & Co. LLC and BofA Securities, Inc., as underwriters (the “Underwriters”), and 3M Company (the “Selling Shareholder”). The Underwriting Agreement relates to the sale of 8,800,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, by the Selling Shareholder, subject to and upon the terms and conditions set forth therein. On August 15, 2025, the Selling Shareholder sold the Shares to the Underwriters pursuant to the Underwriting Agreement. The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form S-3 (File No. 333-289578), which became automatically effective upon filing with the Securities and Exchange Commission. The Company did not issue or sell any shares of its common stock in that transaction and will not receive any proceeds from the sale of the Shares by the Selling Shareholder.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The opinion of Cleary Gottlieb Steen & Hamilton LLP, relating to the validity of the Shares, is filed as Exhibit 5.1 hereto.

Press Release

On August 13, 2025, the Company issued a press release announcing the pricing of the offering of the Shares. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated August 13, 2025, by and among Solventum Corporation, Goldman Sachs & Co. LLC, BofA Securities, Inc. and 3M Company.
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP.
23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1).
99.1		Press release announcing the pricing of the offering of the Shares, dated August 13, 2025.
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2025

	Solventum Corporation
	By:	/s/ Wayde McMillan
	Name:	Wayde McMillan
	Title:	Executive Vice President & Chief Financial Officer

FAQ

What did Solventum (SOLV) report in the August 13, 2025 Form 8-K?

Solventum reported an underwriting agreement dated August 13, 2025, a legal opinion and consent from Cleary Gottlieb, and a press release announcing pricing of the offering of the Shares.

Who are the underwriters named in the 8-K for SOLV?

Goldman Sachs & Co. LLC and BofA Securities, Inc. are named alongside Solventum and 3M Company in the underwriting agreement exhibit.

Does the 8-K disclose how many shares SOLV is offering or the price?

No. The filing text does not disclose share count, price per share, or gross proceeds; those details are likely in the referenced exhibits.

Is there legal counsel opinion included with SOLV's filing?

Yes. Exhibit 5.1 is the opinion of Cleary Gottlieb Steen & Hamilton LLP, and Exhibit 23.1 is their consent.

Where can I find the detailed terms of the offering referenced in the 8-K?

In the exhibits to the 8-K—specifically the underwriting agreement (Exhibit 1.1) and the press release (Exhibit 99.1) dated August 13, 2025.