Solventum Corporation SEC Filings

3M Company reported ownership of 25,569,190 shares of Solventum Corporation common stock, representing approximately 14.75% of the outstanding shares based on 173,387,798 shares outstanding as of July 31, 2025. The filing states that 3M granted Solventum a proxy under a Stockholder and Registration Rights Agreement dated March 31, 2024, so 3M does not exercise voting power over these shares and therefore reports 0 votes while retaining sole dispositive power to sell or direct disposition of the shares.

The Schedule 13G/A was signed on behalf of 3M Company by Kevin H. Rhodes, Executive Vice President, Chief Legal Affairs Officer & Secretary, dated August 18, 2025. The percentage is calculated from Solventum’s August 8, 2025 SEC filing reporting outstanding shares as of July 31, 2025.

Solventum Corp reporting person 3M Co. disclosed an insider sale of 8,800,000 shares of common stock on 08/15/2025 at $73.45 per share, reducing the reporting person’s beneficial ownership to 25,569,190 shares. The Form 4 indicates the filer is a director and the filing was signed on 08/18/2025. No derivative transactions or additional explanatory narrative were provided.

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.

Solventum Corporation is registering for resale 8,800,000 shares of its common stock held by the selling shareholder, 3M Company. The shares trade on the New York Stock Exchange under the symbol SOLV and the last reported sale price on August 13, 2025 was $74.38 per share. Solventum will not receive proceeds from the resale and the underwriter expects delivery on or about August 15, 2025. The prospectus supplement emphasizes substantial risks including operational, regulatory, supply chain, intellectual property, PFAS liabilities, clinical and reimbursement risks, standalone costs and risks related to the Spin-Off from the selling shareholder. The registration remains effective until the earlier of August 13, 2027 or when all registered shares are sold. Investors are directed to Solventum's incorporated SEC filings for further detail.

Solventum Corporation filed a Form S-3 prospectus dated August 13, 2025 to register for resale up to 34,369,190 shares of its common stock held by 3M Company. The selling shareholder will receive all proceeds from any sales; Solventum will not receive proceeds from this offering. The prospectus cites a last reported sale price of $72.09 per share on August 12, 2025 and states there were 173,387,798 shares outstanding as of July 31, 2025. The registration statement will be kept effective under a Registration Rights Agreement through August 13, 2027 or until all registered shares are sold.

The filing describes Solventum as a global healthcare company with a 70+ year history, spun off from 3M on April 1, 2024. Corporate features disclosed include authorized capital of 750,000,000 common shares and 50,000,000 preferred shares, one vote per common share, no preemptive rights, a classified board in effect until 2028, and indemnification and D&O insurance. The prospectus highlights material risk factors explicitly, including that future sales by 3M could adversely affect the market price, spin-off-related costs and tax risks, potential PFAS liabilities, supply chain and regulatory risks, and other operational and financial risks incorporated by reference into the filing.

Solventum disclosed unaudited pro forma condensed consolidated financial statements reflecting a previously announced Transaction with Thermo Fisher Scientific to sell Solventum's purification and filtration business, as amended to exclude the drinking water filtration business. The amended agreement reduces the expected cash consideration from approximately $4.10 billion to approximately $4.00 billion, with closing price subject to customary adjustments.

The pro forma balance sheet is presented as if the Transaction occurred on June 30, 2025 and pro forma income statements assume the Transaction occurred on January 1, 2024 for periods shown. The filing notes the pro forma statements are illustrative, prepared under Article 11 of Regulation S-X, and do not reflect certain items including the Company’s intended use of net proceeds or potential corporate overhead reallocations related to the divestiture. The pro forma statements are filed as Exhibit 99.1.

Solventum Corporation received a Schedule 13G disclosure from Independent Franchise Partners, LLP, a United Kingdom investment adviser, reporting beneficial ownership of 10,141,066 common shares, representing 5.86% of the outstanding class. The filing covers the issuer's common stock and identifies the reporting person as an IA (investment adviser).

The statement shows sole voting power over 10,011,852 shares and sole dispositive power over 10,141,066 shares, and includes a certification that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control. The disclosure notifies investors of a passive, material stake above the 5% reporting threshold.

Solventum has amended its transaction agreement with Thermo Fisher Scientific regarding the sale of its purification and filtration business. Key changes include:

• Excluding the drinking water filtration business from the sale
• Reducing purchase price from $4.10 billion to $4.00 billion
• Adding potential $75 million payment to Solventum upon future sale of water business or after 3 years
• Transaction still expected to close by end of 2025

Financial impact: The retention of water business will increase previously estimated annual EPS accretion beyond 15-20 cents, but reduce projected improvements in gross margin (was 200bps) and operating margin (was 100bps). Updated estimates will be provided during Q2 earnings call. Net proceeds will primarily be used for debt reduction. The amendment aims to decrease complexity and potentially accelerate closing timeline.