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BCS

Current Report · Items 1.01, 1.02, 7.01, 8.01, 9.01 · 8-K

Solstice Advanced Materials Inc.

SOLSNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Regulation FD Disclosure · Other Events

Item 1.01 Entry into a Material Definitive Agreement. The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Filed Aug 27, 2026Accepted Aug 27, 2026, 5:18 PM EDTCIK 2064953Accession 0001104659-26-102503
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Company context

Solstice Advanced Materials is a leading global specialty materials company that advances science for smarter outcomes. Solstice offers high-performance solutions that enable critical industries and applications, including refrigerants, semiconductor manufacturing, data center cooling, nuclear power, protective fibers, healthcare packaging and more. Solstice is recognized for developing next-generation materials through some of the industry's most renowned brands such as Solstice®, Genetron®, Aclar®, Spectra®, Fluka™ and Hydranal™. Partnering with over 3,000 customers across more than 120 countries and territories and supported by a robust portfolio of over 5,700 patents and pending applications, Solstice’s approximately 4,100 employees worldwide drive innovation in materials science. For more information, visit www. Solstice.com.

Current securities

Recent company filings

  1. 10-Q filingNov 4, 2026
  2. Results of Operations and Financial ConditionNov 4, 2026
  3. Other EventsNov 3, 2026
  4. 4 filingSep 14, 2026
  5. 4 filingSep 14, 2026

Registered securities in this filing

SOLSTICE ADVANCED MATERIALS INC. · 8-K · Filed 2026-08-27

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
SOLS
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-08-27

Dimensions: Not supplied

Accession 000110465926102503 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 1.02, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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 below is hereby incorporated by reference into this Item 1.01.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of Material Definitive Agreement. As previously disclosed, on July 6, 2026, Solstice Advanced Materials Inc., a Delaware corporation (“Solstice”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Solar Merger Sub One Inc., a Delaware corporation and a wholly-owned subsidiary of Solstice (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a wholly-owned subsidiary of Solstice (“Merger Sub Two”), and Element Solutions Inc, a Delaware corporation (“Element Solutions”). On August 27, 2026, Solstice, Merger Sub One, Merger Sub Two and Element Solutions entered into a Termination Agreement (the “Termination Agreement”) pursuant to which, among other things, Solstice and Element Solutions mutually terminated the Merger Agreement pursuant to Section 8.1(a) thereof. As a result, the Merger Agreement will be of no further force and effect. Subject to limited 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, neither Solstice nor Element Solutions will be responsible for any payments to the other party as a result of the termination of the Merger Agreement. The foregoing summary of the Termination Agreement is qualified in its entirety by the text of the Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The Merger Agreement, which was filed as Exhibit 2.1 to Amendment No. 1 to Current Report on Form 8-K/A filed by Solstice on July 9, 2026, is also incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD. On August 27, 2026, Solstice issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by Solstice under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. Also on August 27, 2026, as a result of the termination of the Merger Agreement, (i) the commitments under Solstice’s previously disclosed commitment letter, dated as of July 6, 2026, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, and (ii) the Voting and Support Agreement, dated as of July 6, 2026, between Solstice and Sir Martin E. Franklin, were each automatically terminated in accordance with their terms. Share Repurchase Program On August 27, 2026, Solstice announced that the Board of Directors of Solstice approved Solstice’s share repurchase program, authorizing Solstice to repurchase up to $500 million of its common stock. Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The amount and timing of future repurchases may vary depending on market conditions and the level of operating, financing and other investing activities. The repurchase authorization may be amended, suspended, resumed or terminated by Solstice’s Board of Directors at any time without prior notice. Solstice expects to utilize cash on hand and cash generated by operations to fund repurchases under the share repurchase program. As of August 26, 2026, there were 158,889,436 shares of Solstice common stock outstanding.
Filed exhibits (1)
EX-99.1 (by filename) tm2620579d9_ex99-1.htm

EX-99.1 3 tm2620579d9_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Solstice Advanced Materials Announces Mutual Termination of Merger Agreement with Element Solutions Board of Directors Authorizes $500 Million Share Repurchase Program Company Affirms Third Quarter and Full-Year 2026 Guidance MORRIS PLAINS, N.J., August 27, 2026 -- Solstice Advanced Materials Inc. (Nasdaq: SOLS) (“Solstice”), a global leader in high-performance specialty materials, today announced that Solstice and Element Solutions Inc. (NYSE: ESI) (“Element”) have entered into an agreement to terminate their previously announced agreement for Solstice to acquire Element. No fees are payable by either party as a result of the transaction termination. Dr. Rajeev Gautam, Chairman of the Solstice Board of Directors said, “Following conversations with our shareholders and discussions between the parties, both Boards unanimously believe that it is in the best interests of our respective shareholders, employees and customers to terminate the merger agreement. We value the feedback received from shareholders in connection with the Element agreement, including their excitement about Solstice’s strategy and growth trajecto…

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