SOLV Form 4: Hanson RSU Vesting and 26,468-Share Sale at $73.09

Rhea-AI Filing Summary

Solventum Corp (SOLV) director and Chief Executive Officer Bryan C. Hanson reported changes in his beneficial ownership on 09/01/2025. Hanson had 67,261 restricted stock units (RSUs) vest following conversion of previously granted 3M RSUs into Solventum RSUs under the Employee Matters Agreement; those vested RSUs were recorded at $0 acquisition price. The filing also shows a separate sale of 26,468 common shares at $73.09 each on the same date. After these reported transactions, the filing lists Hanson's direct beneficial ownership as 102,398 shares. The RSUs settle one-for-one into Class A common shares and vest in three equal annual tranches from the grant date; the derivative RSUs list an expiration/related date of 09/01/2033. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

• 67,261 RSUs vested from conversion of previously granted 3M RSUs, increasing alignment of the CEO with shareholder equity
• RSUs convert one-for-one into Class A common shares on settlement, and vesting schedule is clearly disclosed (three annual tranches)

Negative

• 26,468 common shares were sold at $73.09, reducing the reporting person’s direct holdings to 102,398 shares
• Filing shows both acquisition and disposition on same date, indicating net change that may be relevant to short-term share count

Insights

Financial Analyst

TL;DR: CEO Hanson received converted RSUs and concurrently sold a portion of shares, leaving him with 102,398 directly held shares.

The report documents an internal equity event and a market transaction on the same date. The vesting of 67,261 RSUs reflects conversion mechanics described in the Employee Matters Agreement; each RSU converts into one Class A share on settlement. The concurrent sale of 26,468 shares at $73.09 reduced direct holdings to 102,398 shares. For investors, this filing is a routine section 16 disclosure showing management equity vesting and partial disposition rather than an operational or financial performance disclosure.

Corporate Governance Expert

TL;DR: The filing evidences executive equity vesting from a spin-related conversion and a contemporaneous share sale by the reporting executive.

The explanatory notes explicitly state the RSUs vested were converted from previously granted 3M RSUs using the SpinCo Ratio in the Employee Matters Agreement and that RSUs vest in three annual tranches. The filing is properly executed by an attorney-in-fact. This is a governance-level disclosure confirming equity compensation mechanics and a disclosed disposition; it does not report amendments, accelerations, or atypical transfer methods beyond the conversion and standard vesting schedule.

SEC Form 4

FORM 4

UNITED 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

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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^*

Hanson Bryan C

(Last) (First) (Middle)

2510 CONWAY AVE.

3M CENTER BLDG. 275-6W

(Street)

MAPLEWOOD MN 55144

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Solventum Corp [ SOLV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		M(1)		67,261	A	$0	128,866	D
Common Stock	09/01/2025		F		26,468	D	$73.09	102,398	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/01/2025		M			67,261	(3)	09/01/2033	Common Stock	67,261	$0	67,261	D

Explanation of Responses:

1. Reflects vesting of Solventum RSUs received upon conversion of previously granted 3M RSUs. Each 3M RSU converted into the number of Solventum RSUs equal to the number of 3M Shares subject to such 3M RSU Award immediately prior to the Effective Time of the separation, multiplied by the SpinCo Ratio as set forth in the Employee Matters Agreement entered into in connection with the separation.

2. Each Restricted Stock unit ("RSU") represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon settlement.

3. The RSUs shall fully vest in three tranches, with one-third vesting on each of the first through third anniversary of the grant date, subject to continued service through the vesting date.

Remarks:

	/s/Matthew Rice, attorney-in-fact for Bryan C. Hanson	09/02/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What transactions did Bryan C. Hanson report on Form 4 for SOLV?

The filing reports 67,261 RSUs vested (acquired at $0) and a sale of 26,468 common shares at $73.09 on 09/01/2025.

How many Solventum (SOLV) shares does Hanson directly own after the reported transactions?

The Form 4 lists Hanson’s direct beneficial ownership as 102,398 shares following the reported transactions.

What is the origin of the vested RSUs reported in the filing?

The RSUs resulted from conversion of previously granted 3M RSUs into Solventum RSUs using the SpinCo Ratio under the Employee Matters Agreement, as stated in the filing.

What are the vesting terms for the RSUs disclosed in the Form 4?

The filing states the RSUs vest in three tranches with one-third vesting on each of the first through third anniversaries of the grant date, subject to continued service.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Matthew Rice, attorney-in-fact for Bryan C. Hanson on 09/02/2025.