Every material Form 8-K Element Solutions has filed with the SEC since July 29, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Element Solutions reported record third-quarter 2026 results, with net sales of $995 million, up 52% on a reported basis and 13% organically, and net income of $66 million, up from $39 million a year earlier. The company raised its full-year 2026 adjusted EBITDA guidance to approximately $720 million and said it expects adjusted EPS growth above 20% for the year. Shareholders also learned that the proposed Solstice merger, signed July 6, 2026, was terminated on August 27, 2026.
Q3 2026 net sales were $995 million, up 52% reported and 13% organic; Electronics sales rose 68% to $780 million.
GAAP diluted EPS was $0.27 versus $0.16; adjusted EPS was $0.50 versus $0.41.
Adjusted EBITDA was $191 million versus $147 million, with the margin at 28.2%.
2026 adjusted EBITDA guidance was raised to approximately $720 million; the Solstice merger agreement was terminated August 27, 2026.
Element Solutions and Solstice Advanced Materials agreed on August 27, 2026 to terminate the merger agreement they signed on July 6, 2026. Under the termination agreement, neither company owes the other a payment, and the parties mutually release each other from related liability claims, subject to customary exceptions. The company said both boards concluded the two companies would serve shareholders better as standalone companies.
Merger agreement with Solstice Advanced Materials Inc. dated July 6, 2026, now terminated
Termination Agreement signed August 27, 2026 by Element Solutions, Solstice and the two Merger Subs
Neither party will make termination payments to the other; mutual release of liability claims, subject to customary exceptions
CEO Benjamin Gliklich said the company's momentum continues in line with its guidance
Element Solutions reported second-quarter 2026 net sales of $978 million, up 56% on a reported basis and 15% organically, with GAAP net income of $77 million, or $0.32 per diluted share, versus $48 million, or $0.20, a year earlier. The company raised its full-year 2026 adjusted EBITDA guidance to $690 million to $710 million, but the results come alongside a July 6, 2026 merger agreement under which Solstice would acquire the company for 0.5 Solstice shares and $10.00 in cash per share.
Q2 2026 adjusted EBITDA was $184 million, up 35% on a reported basis, with adjusted EBITDA margin of 27.8% versus 26.6% a year earlier.
Full-year 2026 adjusted EBITDA guidance is $690 million to $710 million, and third-quarter adjusted EBITDA is expected to be about $180 million.
Under the July 6, 2026 merger agreement, each share would be exchanged for 0.5 shares of Solstice common stock and $10.00 in cash; closing is expected in the first half of 2027.
Element Solutions and Solstice Advanced Materials signed a merger agreement on July 6, 2026, under which Element Solutions becomes a wholly-owned subsidiary of Solstice. Element Solutions shareholders would receive 0.500 Solstice shares plus $10.00 in cash for each share they hold, so the value they receive depends partly on Solstice's share price. The deal requires approval from both companies' stockholders and an effective registration statement before closing.
Each Element Solutions common share converts into 0.500 Solstice shares plus $10.00 in cash, without interest.
Closing requires adoption of the merger agreement by Element Solutions stockholders and approval of the Solstice stock issuance by Solstice stockholders.
Solstice agreed that its board will have eleven directors after the merger, including three Element Solutions designees.
Element Solutions and Solstice will file a Form S-4 registration statement with the SEC, including a joint proxy statement.
Element Solutions reported first-quarter 2026 net sales of $840 million, up 41% on a reported basis and 10% organically, and adjusted EBITDA of $162 million, up 26%. GAAP net income fell 43% to $56 million, mainly because the prior-year period included a gain on the Graphics Solutions divestiture, and the company raised its full-year adjusted EBITDA guidance to $665 million to $685 million.
Q1 2026 net sales were $840 million versus $593.7 million a year earlier; organic growth was 10%, and Electronics sales rose 61% to $634 million.
GAAP diluted EPS was $0.23 versus $0.40; adjusted EPS was $0.41 versus $0.34.
Full-year 2026 adjusted EBITDA guidance is now $665 million to $685 million; second-quarter adjusted EBITDA is expected at $155 million to $170 million.
The company will hold a Virtual Investor Day on May 18, 2026, and an earnings call on April 29, 2026 at 8:30 a.m. Eastern.
Sir Martin Franklin, the company's Executive Chairman, will not seek reelection and will leave the Board at the 2026 annual meeting or by May 4, 2026. The Board is reducing its size from eight to seven directors effective May 4, 2026, and Ian Ashken will become Non-Executive Chairman at the annual meeting. The filing reports no disagreement with the company and no financial results, so the change is governance-related rather than a change in operating performance.
Sir Martin E. Franklin will not seek reelection and will retire from the Board by May 4, 2026
Board size reduced from eight to seven directors, effective May 4, 2026
Ian G.H. Ashken, a founding director since 2013, to become Non-Executive Chairman at the 2026 Annual Meeting
Filing states there was no disagreement between Franklin and the company
Element Solutions reported fourth quarter and full year 2025 results on February 17, 2026. Net sales rose 8% in the quarter and 4% for the year, and adjusted EBITDA grew 5% and 2%, but GAAP net income fell 89% in the quarter and 22% for the year. The company also introduced 2026 adjusted EBITDA guidance of $650 million to $670 million, which it says includes the Micromax and EFC acquisitions.
Q4 2025 net sales were $676 million, up 8%; organic net sales rose 10%.
Q4 2025 reported net income was $6 million, down 89% from $55 million; GAAP diluted EPS was $0.03 versus $0.23.
Full year 2025 net sales were $2.55 billion and adjusted EBITDA was $548 million; reported net income was $191 million, down 22%.
2026 guidance: full year adjusted EBITDA of $650 million to $670 million and first quarter 2026 adjusted EBITDA of $140 million to $155 million.
Element Solutions completed its acquisition of Micromax on February 2, 2026, for approximately $500 million, subject to adjustments. The company funded the purchase with a $450 million add-on to its existing term loans, together with available cash, and replaced its $375 million revolving credit facility with a $500 million facility maturing in 2031.
$450 million add-on to existing term loans, maturing December 18, 2030, at Term SOFR plus 1.75% with a 0% floor
New $500 million revolving credit facility replaces the $375 million facility, upsizing it by $125 million and extending maturity to February 2, 2031
Micromax acquisition closed February 2, 2026, for approximately $500 million, subject to adjustments
Swaps convert $350 million of the new term loans into fixed-rate euro-denominated debt through December 2029
Element Solutions reported third-quarter 2025 net sales of $656 million, up 2% on a reported basis, and a record $147 million in adjusted EBITDA, up 3%. GAAP net income slipped 3% to $39 million, and the company narrowed its full-year 2025 adjusted EBITDA guidance to the high end of its prior range, which signals management expects its results to hold up through year-end. The company also announced the Micromax acquisition, which it said will not contribute in 2025 but should add meaningfully to earnings growth in 2026.
Q3 2025 net sales were $656 million, up 2% reported and 5% organic, compared with the third quarter of 2024.
Adjusted EBITDA was a record $147 million, up 3% reported, and up 10% excluding the divested MacDermid Graphics Solutions business.
GAAP net income was $39 million, or $0.16 per diluted share, versus $40 million and $0.17 a year earlier; adjusted EPS rose to $0.41 from $0.39.
Full-year 2025 adjusted EBITDA guidance was narrowed to $545 million to $550 million, the highest end of the prior range.
Element Solutions reported second quarter 2025 net sales of $625 million, up 2% on a reported basis and 6% organically, while reported net income fell 49% to $48 million and GAAP diluted EPS fell to $0.20 from $0.38. The company said it recently increased its full year 2025 adjusted EBITDA guidance to $530 million to $550 million, which signals management's view of stronger operating earnings even as GAAP profit declined.
Q2 2025 net sales were $625 million, up 2% reported and 6% organic; Electronics sales rose 12% to $439 million
Reported net income was $48 million versus $93 million a year earlier; adjusted EBITDA was $136 million, up 1%
Full year 2025 adjusted EBITDA guidance is $530 million to $550 million; third quarter adjusted EBITDA is expected at $140 million to $145 million
Company repurchased 0.9 million shares for approximately $19.5 million in Q2; about $562 million remained under its buyback authorization at June 30, 2025
Element Solutions reported first-quarter 2025 net sales of $594 million, up 3% from a year earlier, and net income of $98 million, up 75%, which included a $72.1 million gain on the sale of MacDermid Graphics Solutions. Adjusted EBITDA was $128 million, compared with $127 million, and adjusted EPS was $0.34, unchanged from a year earlier. The company kept its full-year 2025 adjusted EBITDA guidance at $520 million to $540 million, despite uncertainty from tariffs.
Net sales $594 million, up 3% reported and 5% organic; Electronics up 13% to $394 million, Industrial & Specialty down 12% to $199 million
Net income $98 million vs. $56 million, including a $72.1 million gain on the MacDermid Graphics Solutions sale completed February 28, 2025
Adjusted EBITDA $128 million vs. $127 million; adjusted EPS $0.34 in both periods
Full-year 2025 adjusted EBITDA guidance of $520 million to $540 million; second quarter guidance of $120 million to $125 million
Element Solutions reported full-year 2024 net sales of $2.46 billion, up 5% from 2023, and reported net income of $245 million, up from $118 million. It also issued 2025 adjusted EBITDA guidance of $520 million to $540 million, while fourth-quarter net income fell 29% to $55 million.
Full-year 2024 adjusted EBITDA was a record $535 million, up 11% on a reported basis from $482 million in 2023.
Fourth-quarter 2024 net income was $55 million, down 29% from $77 million a year earlier.
2025 guidance: adjusted EBITDA of $520 million to $540 million, with first-quarter 2025 adjusted EBITDA of about $125 million.
The company expects a reduction of about $30 million from the Graphics business sale, expected to close in the first quarter of 2025 for about $325 million.
Element Solutions reported third quarter 2024 net sales of $645 million, up 8% from a year earlier, and net income of $40 million, compared with a net loss of $32 million in the same quarter of 2023. The company also updated its full year 2024 adjusted EBITDA guidance to $535 million to $540 million, and it is selling its MacDermid Graphics Solutions business for about $325 million, which is expected to close in the fourth quarter of 2024 or the first half of 2025.
Q3 2024 net sales of $645 million, up 8% on a reported basis and 6% on an organic basis; Electronics sales rose 14% to $419 million
Net income of $40 million versus a net loss of $32 million a year earlier; GAAP diluted EPS was $0.17 compared with a loss of $0.13
Adjusted EBITDA of $143 million, up 6% from $134 million; full year 2024 adjusted EBITDA guidance is $535 million to $540 million
Pending sale of MacDermid Graphics Solutions for about $325 million, expected to close in Q4 2024 or the first half of 2025
Element Solutions and MacDermid entered Amendment No. 9 to their credit agreement on October 15, 2024, refinancing part of existing tranche B-2 term loans into new tranche B-3 loans of $1,041,375,000 and cutting the interest rate by 25 basis points. The company also paid down $100 million of existing term loans, and the new loans mature on December 18, 2030, the same date as the loans they replace.
New tranche B-3 term loans total $1,041,375,000, with the $100 million paydown reducing borrowings to that amount.
Initial interest rate is Term SOFR plus 1.75% per annum, a reduction of 25 basis points.
Existing swap agreements continue on the new loans, effectively fixing the rate through January 2025; the net fixed rate was approximately 3.2% at June 30, 2024.
Element Solutions Inc announced that John E. Capps, its Executive Vice President, General Counsel and Secretary, intends to retire from that position at a date to be determined in 2025. Mr. Capps will remain with the company in an advisory role as Of Counsel for an indefinite period, which may help maintain legal continuity during the transition.
Capps announced his retirement intention on October 2, 2024.
Retirement from the General Counsel and Secretary role is set for a date to be determined in 2025.
Capps will continue as Of Counsel to the company for an indefinite period.
Element Solutions reported second-quarter 2024 net sales of $613 million, up 5% from a year earlier, and net income of $93 million versus $30 million in the same quarter of 2023. GAAP diluted EPS was $0.38 compared with $0.11, and adjusted EBITDA rose 16% to $135 million. The company also said it raised its full-year 2024 adjusted EBITDA guidance to $530 million to $545 million, which supports the earnings trend for shareholders.
Net sales $613 million, up 5% reported and 4% organic; Electronics up 10% to $392 million
GAAP diluted EPS $0.38 vs $0.11; adjusted EPS $0.36 vs $0.31 a year earlier
Adjusted EBITDA $135 million, up 16%; Industrial & Specialty net sales down 4% to $221 million
Full-year 2024 adjusted EBITDA guidance raised to $530 million to $545 million; free cash flow expected $280 million to $300 million
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