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Solventum (SOLV) CFO exercises RSUs and uses 4,404 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Solventum Corp’s Chief Financial Officer Wayde D. McMillan reported routine equity compensation activity involving Restricted Stock Units (RSUs) and common stock. On May 13, 2026, he exercised RSUs covering 9,503 shares of common stock, with no cash exercise price.

To cover tax obligations, 4,404 shares of common stock were disposed of in a tax-withholding transaction at $74.41 per share, which is not an open-market sale. Following these transactions, he directly held 53,041 shares of Solventum common stock and 9,504 RSUs that remain outstanding and continue to vest over time.

Positive

  • None.

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Insider McMillan Wayde D.
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 9,503 $0.00 --
Exercise Common Stock 9,503 $0.00 --
Tax Withholding Common Stock 4,404 $74.41 $328K
Holdings After Transaction: Restricted Stock Units — 9,504 shares (Direct, null); Common Stock — 53,041 shares (Direct, null)
Footnotes (1)
  1. Each Restricted Stock unit ("RSU") represents a contingent right to receive 1 share of the issuer's Common Stock upon settlement. The RSUs shall fully vest in three tranches, with one-third vesting on each of May 13, 2025; May 13, 2026; and May 13, 2027, subject to continued service through the vesting date.
RSUs exercised 9,503 shares Restricted Stock Units converted to common stock on May 13, 2026
Tax-withholding shares 4,404 shares Shares disposed to cover tax liability at $74.41 per share
Tax-withholding price $74.41 per share Price for tax-withholding disposition of common stock
Common shares held after 53,041 shares Direct Solventum common stock holdings following transactions
RSUs outstanding after 9,504 units Restricted Stock Units remaining after one tranche vested
Restricted Stock Unit financial
"Each Restricted Stock unit ("RSU") represents a contingent right to receive 1 share of the issuer's Common Stock upon settlement."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McMillan Wayde D.

(Last)(First)(Middle)
1750 YANKEE DOODLE ROAD

(Street)
EAGAN MINNESOTA 55121

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Solventum Corp [ SOLV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/13/2026M9,503A$053,041D
Common Stock05/13/2026F4,404D$74.4148,637D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/13/2026M9,503 (2)05/13/2034Common Stock9,503$09,504D
Explanation of Responses:
1. Each Restricted Stock unit ("RSU") represents a contingent right to receive 1 share of the issuer's Common Stock upon settlement.
2. The RSUs shall fully vest in three tranches, with one-third vesting on each of May 13, 2025; May 13, 2026; and May 13, 2027, subject to continued service through the vesting date.
Remarks:
/s/Megan Bombick, attorney-in-fact for Wayde D. McMillan05/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Solventum (SOLV) CFO Wayde McMillan report on this Form 4?

Solventum’s CFO Wayde McMillan reported exercising Restricted Stock Units into 9,503 shares of common stock and a related tax-withholding share disposition. These transactions reflect equity compensation activity rather than open-market buying or selling of SOLV shares.

Did the Solventum (SOLV) CFO sell shares in the open market?

The filing shows no open-market sale by the Solventum CFO. Instead, 4,404 shares were disposed of as a tax-withholding transaction at $74.41 per share, covering tax obligations tied to RSU vesting and exercise.

How many Solventum (SOLV) shares did the CFO acquire through RSU activity?

The CFO exercised Restricted Stock Units corresponding to 9,503 shares of Solventum common stock. This RSU exercise converted derivative awards into directly held common shares as part of his equity-based compensation package.

What are the Solventum (SOLV) CFO’s holdings after these transactions?

After the reported transactions, the CFO directly held 53,041 shares of Solventum common stock. He also had 9,504 Restricted Stock Units outstanding, which represent additional contingent rights to receive common shares upon future vesting and settlement.

How many Solventum (SOLV) shares were used to cover taxes for the CFO?

A total of 4,404 Solventum common shares were used to satisfy tax obligations. This occurred via a tax-withholding disposition at $74.41 per share, linked directly to the vesting and exercise of Restricted Stock Units on May 13, 2026.