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
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.
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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…