Every material Form 8-K Element Solutions filed with the SEC in 2026, 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
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Element Solutions filing is on SEC EDGAR ↗. 8-K briefs of other companies →