Common Stock, par value $0.01 per share
- Symbol
- ESI
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 1.01, 1.02, 8.01, 9.01 · 8-K
Element Solutions Inc.
ESINYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 1.02 of this Form 8-K is incorporated herein by reference.
Press release in this filing
Element Solutions Announces Mutual Termination of Merger Agreement with Solstice Advanced Materials →Company context
Element Solutions Inc is a leading global specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in multiple high-value industries, including semiconductor fabrication, high-performance computing, automotive systems, consumer electronics, power electronics, communications and data storage infrastructure, aerospace and defense, industrial surface finishing and offshore energy.
Current securities
Registered securities in this filing
Element Solutions Inc · 8-K · Filed 2026-08-28
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 of this
Form 8-K is incorporated herein by reference.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on July 6, 2026, Element
Solutions Inc (“Element Solutions”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Solstice Advanced Materials Inc. (“Solstice”), Solar Merger Sub One Inc. (“Merger Sub One) and Solar Merger Sub Two
LLC (together with Merger Sub One, the “Merger Subs”).
On August 27, 2026, Element Solutions, Solstice
and the Merger Subs entered into a Termination Agreement (the “Termination Agreement”) under which the parties mutually agreed
to terminate the Merger Agreement. Subject to customary exceptions, the Termination Agreement also mutually releases the parties from
any claims of liability to one another relating to the contemplated merger transaction. Under the terms of the Merger Agreement and the
Termination Agreement, neither Element Solutions nor Solstice will be responsible for any payments to the other party as a result of the
termination of the Merger Agreement.
The foregoing descriptions of the Merger Agreement
and Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Merger Agreement, which
was previously filed as Exhibit 2.1 to the Current Report on Form 8-K/A with the U.S. Securities and Exchange Commission (the “SEC”)
by Element Solutions on July 9, 2026, and the full text of the Termination Agreement, which is attached hereto as Exhibit 2.1, each of
which is incorporated by reference herein.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On August 27, 2026, Element Solutions issued a
press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 8.01 by reference.
Filed exhibits (1)
EX-99.1 3 tm2624245d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Element Solutions Announces Mutual Termination of Merger Agreement with Solstice Advanced Materials MIAMI - August 27, 2026 - Element Solutions Inc (NYSE: ESI) (“Element Solutions” or the “Company”), a global and diversified specialty chemicals technology company, today announced that the merger agreement between Element Solutions and Solstice Advanced Materials Inc. (“Solstice”) has been mutually terminated. Chairman Ian G.H. Ashken commented, “While the strategic and financial rationale of the proposed transaction was compelling, based on constructive feedback from our shareholders and discussions between the parties, both companies’ boards concluded that Element Solutions and Solstice would serve our respective shareholders better as standalone companies at this time. We took note that Element Solutions shareholders appreciate the strength of our management team, unique culture and business portfolio as currently constructed and acted accordingly. We wish the Solstice team well in the future.” Chief Executive Officer Benjamin Gliklich continued, “At Element Solutions, we work for our shareholders and other stakeh…
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