Solventum (NYSE: SOLV) closes $4.0B sale of purification business

Rhea-AI Filing Summary

Solventum Corporation completed the sale of its purification and filtration business (excluding its drinking water filtration business) to Thermo Fisher Scientific Inc. under an Amended and Restated Transaction Agreement. Solventum received approximately $4.0 billion in cash at closing, subject to customary adjustments for cash, debt, transaction expenses and working capital. The terms also include a potential payment of up to $75 million from Solventum to Thermo Fisher, either upon a sale of the drinking water filtration business or after an agreed three‑year period. Solventum issued a press release describing the closing, and pro forma financial information giving effect to the transaction is incorporated by reference from a prior filing.

Insights

M&A and corporate strategy analyst

Solventum sells a major business to Thermo Fisher for about $4.0B.

Solventum has closed the sale of its purification and filtration business, excluding its drinking water filtration operations, to Thermo Fisher Scientific. The transaction delivers approximately $4.0 billion in cash to Solventum at closing, with further adjustments tied to working capital, cash, debt, and transaction costs as detailed in the agreement.

The structure also includes a potential payment of up to $75 million from Solventum to Thermo Fisher after a sale of the drinking water filtration business or following a three‑year period. This means the ultimate net value to Solventum will depend on post‑closing adjustments and how the excluded water business is ultimately handled. Pro forma financial information referenced in the filing will show how removing this business affects revenue mix and earnings.

Investors evaluating Solventum’s profile after this transaction can focus on how the remaining portfolio performs without the divested assets and what strategy emerges for the drinking water filtration business over the agreed three‑year period.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000196473800019647382025-09-012025-09-01

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 (Date of earliest event reported): September 1, 2025

SOLVENTUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

File No. 001-41968

92-2008841

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3M Center, Building 275-6W 2510 Conway Avenue East, Maplewood, Minnesota

55144

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

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 (see General Instruction A.2. below):

☐			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 $.01 Per Share

SOLV

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01. Completion of Acquisition or Disposition of Assets.

On February 25, 2025, Solventum Corporation, a Delaware corporation (“Solventum”) and Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”), entered into a Transaction Agreement, pursuant to which Buyer agreed to acquire from Solventum certain assets and liabilities related to Solventum’s purification and filtration business. On June 25, 2025, Solventum and Buyer entered into an Amended and Restated Transaction Agreement (the “Agreement”) to exclude Solventum’s drinking water filtration business (the “Water Business”) from the scope of the purification and filtration business to be acquired by Buyer (such acquired business, the “Business”). Solventum previously disclosed the terms of the Agreement on its Current Report on Form 8-K filed on June 25, 2025. On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement. The cash consideration paid to Solventum at closing was approximately $4.0 billion, which is subject to further adjustments for closing cash and indebtedness, unpaid transaction expenses and working capital as set forth in the Agreement, as well as a payment to Buyer of up to $75 million from Solventum either upon a sale of the Water Business or after an agreed upon 3-year period.

Item 7.01. Regulation FD Disclosure.

On September 2, 2025, Solventum issued a press release announcing the completion of the transaction referred to in Item 2.01 above. A copy of the press release is furnished as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Solventum under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. This report shall not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The pro forma financial information giving effect to the transaction referred to in Item 2.01 above is included in Solventum’s Current Report on Form 8-K filed on August 13, 2025 under Item 9.01, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
99.1						Press Release, dated September 2, 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

			SOLVENTUM CORPORATION
			By:			/s/ Wayde McMillan
						Wayde McMillan
						Executive Vice President and Chief Financial Officer

Dated: September 2, 2025

FAQ

What major transaction did Solventum (SOLV) complete with Thermo Fisher?

Solventum completed the sale of its purification and filtration business (excluding its drinking water filtration business) to Thermo Fisher Scientific Inc. under a Transaction Agreement as amended and restated.

How much cash did Solventum (SOLV) receive from the sale to Thermo Fisher?

At closing, Solventum received approximately $4.0 billion in cash, subject to further adjustments for closing cash and indebtedness, unpaid transaction expenses, and working capital as specified in the agreement.

What happens to Solventum’s drinking water filtration business after this transaction?

The drinking water filtration business was specifically excluded from the assets sold to Thermo Fisher. Solventum remains responsible for this business and may owe Thermo Fisher up to $75 million upon a sale of that business or after a three‑year period.

What additional payment obligation does Solventum (SOLV) have related to this deal?

Solventum may be required to pay up to $75 million to Thermo Fisher, either when the drinking water filtration business is sold or after an agreed three‑year period, as outlined in the agreement.

Did Solventum (SOLV) provide pro forma financial information for the sale?

Yes. Pro forma financial information giving effect to the transaction is included in a prior Solventum filing under Item 9.01, which is incorporated by reference in this report.

Did Solventum (SOLV) issue a press release about closing the sale to Thermo Fisher?

Yes. On September 2, 2025, Solventum issued a press release announcing completion of the transaction, furnished as Exhibit 99.1 to the report.