Solventum (NYSE: SOLV) details results and pricing for note tenders

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Solventum Corporation filed an 8-K describing updates to its cash tender offers for certain outstanding debt securities. The company reported results as of the early participation date and increased the size of these note tender offers.

Solventum also announced the pricing terms of the tender offers, each described in separate press releases dated September 8, 2025. The company emphasized that the tender offers are being made only under an Offer to Purchase dated August 22, 2025, as amended on September 8, 2025, and only where permitted by applicable law.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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09/08/2025 - 04:35 PM

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 8, 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 8.01. Other Events.

Results and Upsizing of Note Tender Offers

On September 8, 2025, Solventum Corporation (the “Company”) issued a press release announcing the results as of the early participation date and upsizing of its previously announced cash tender offers to purchase certain of its outstanding debt securities (the “Tender Offers”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Pricing of Note Tender Offers

On September 8, 2025, the Company issued a press release announcing the pricing terms of the Tender Offers. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.

The information contained in this Current Report on Form 8-K does not constitute an offer to sell, a solicitation to buy, or an offer to purchase any securities. The Tender Offers are being made only pursuant to the Offer to Purchase dated August 22, 2025, as amended by the Company’s press release dated September 8, 2025 announcing the results and upsizing of the Tender Offers. The Tender Offers are being made only in such jurisdictions as is permitted under applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
99.1						Press release announcing the results as of the early participation date and upsizing of the Tender Offers, dated September 8, 2025.
99.2						Press release announcing the pricing terms of the Tender Offers, dated September 8, 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 8, 2025

Source: View Original Filing on SEC EDGAR

FAQ

What did Solventum (SOLV) disclose in its latest 8-K filing?

Solventum disclosed updated information on cash tender offers for certain outstanding debt securities. It reported early participation results, noted an upsizing of the tender offers, and referenced separate press releases describing both the results and the pricing terms, all dated September 8, 2025.

What are the note tender offers mentioned by Solventum (SOLV)?

The note tender offers are cash offers by Solventum to purchase certain outstanding debt securities. The company highlighted results as of the early participation date, an increase in the amount subject to purchase, and the specific pricing terms, all governed by an Offer to Purchase document.

Did Solventum (SOLV) change the size of its debt tender offers?

Yes. Solventum stated that its cash tender offers for certain outstanding notes were upsized. The filing points to a September 8, 2025 press release that details the updated size and results of the offers as part of an amendment to the original Offer to Purchase.

How did Solventum (SOLV) communicate pricing for its note tender offers?

Solventum communicated pricing terms for the note tender offers through a dedicated press release dated September 8, 2025. The 8-K explains that this pricing release, attached as an exhibit, sets the terms under which the company may purchase the eligible outstanding debt securities for cash.

Under what document are Solventum (SOLV) tender offers being made?

The tender offers are being made solely under an Offer to Purchase dated August 22, 2025. Solventum notes this offer document was amended by a September 8, 2025 press release, and clarifies that the offers apply only in jurisdictions where such transactions are permitted.

Does the Solventum (SOLV) 8-K itself constitute an offer to buy securities?

No. Solventum explicitly states that the 8-K and its descriptions do not constitute an offer to sell, solicit to buy, or offer to purchase any securities. Only the formal Offer to Purchase document, as amended, governs the actual note tender offers.