3M Owns 25.57M Solventum Shares; Proxy Limits Voting Power

Rhea-AI Filing Summary

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.

Positive

• Material economic stake: 3M beneficially owns 25,569,190 shares (~14.75%), a meaningful ownership position.
• Sole dispositive power: 3M retains the ability to sell or direct disposition of the full share block.
• Clear disclosure: Filing cites the Stockholder and Registration Rights Agreement and quantifies shares and percentage based on outstanding shares.

Negative

• No voting power: 3M reports 0 shares with sole or shared voting power due to the proxy arrangement.
• Potential governance limitation: Despite economic exposure, 3M cannot unilaterally influence corporate votes through this stake.

Insights

Financial Analyst

TL;DR: 3M retains a sizable economic stake in Solventum (14.75%) but has no voting power due to a proxy arrangement.

3M’s 25.57 million-share position is material relative to the 173.39 million shares outstanding, representing nearly 15% ownership. That level of ownership is large enough to influence valuation perceptions and secondary-market liquidity for Solventum shares. However, because 3M has granted a proxy to vote in proportion to other stockholders, its economic exposure is not matched by independent voting control, reducing its direct governance influence. For investors, the key takeaway is a meaningful economic stake without unilateral voting authority.

Corporate Governance Expert

TL;DR: The proxy-based voting arrangement limits 3M’s governance control despite a substantial ownership stake.

The Stockholder and Registration Rights Agreement dated March 31, 2024, and the proxy described in this filing indicate a deliberate separation of economic ownership from voting control. This arrangement can reassure Solventum’s independent governance by preventing a large shareholder from exercising block voting while still allowing 3M to monetize or transfer its economic interest. Materially, the filing clarifies that all voting power is exercised proportionally, which reduces the likelihood of a control contest arising solely from 3M’s stake.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Solventum Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

83444M101

(CUSIP Number)

08/15/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 83444M101

1

Names of Reporting Persons

3M Company

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 25,569,190.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 25,569,190.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

25,569,190.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

14.8 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Solventum Corporation
(b)	Address of issuer's principal executive offices: 3M Center, Building 275-6W, 2510 Conway Avenue East, Maplewood, MN, 55114
Item 2.
(a)	Name of person filing: 3M Company
(b)	Address or principal business office or, if none, residence: 3M Center, St. Paul, MN 55144-1000
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 83444M101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 25,569,190 shares of common stock. As of August 15, 2025, 3M Company beneficially owned 25,569,190 shares, or approximately 14.75%, of the outstanding shares of Solventum Corporation common stock.
(b)	Percent of class: The percent of class is based on 173,387,798 shares of common stock outstanding as July 31, 2025, as reported in Solventum Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the Securities and Exchange Commission on August 8, 2025. 14.75%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0. In connection with the separation of Solventum Corporation from 3M Company, 3M Company and Solventum Corporation entered into a Stockholder and Registration Rights Agreement, dated as of March 31, 2024, pursuant to which 3M Company granted to Solventum Corporation a proxy to vote the shares of Solventum Corporation common stock owned by 3M Company in proportion to the votes cast by Solventum Corporation's other stockholders. As a result, 3M Company does not exercise voting power over any of the shares of Solventum Corporation common stock that it beneficially owns.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 25,569,190
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10. Certifications:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3M Company

Signature:	3M Company
Name/Title:	Kevin H. Rhodes, Executive Vice President, Chief Legal Affairs Officer & Secretary
Date:	08/18/2025

FAQ

How many Solventum (SOLV) shares does 3M own?

3M Company beneficially owns 25,569,190 shares of Solventum common stock according to this Schedule 13G/A.

What percentage of Solventum does 3M own?

The filing states approximately 14.75% based on 173,387,798 shares outstanding as of July 31, 2025.

Does 3M have voting control over its Solventum shares?

No. 3M reports 0 sole voting power and 0 shared voting power because it granted a proxy to Solventum under a March 31, 2024 agreement.

Can 3M sell the Solventum shares it owns?

Yes. The filing reports sole dispositive power over all 25,569,190 shares, indicating 3M can dispose of the shares.

When was this Schedule 13G/A signed?

The signature on the filing is dated August 18, 2025, signed by Kevin H. Rhodes for 3M Company.