Every material Form 8-K Solventum has filed with the SEC since November 07, 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.
Solventum reported third-quarter 2026 net sales of $1.9 billion, a 7.0 percent decrease on a reported basis due to prior-quarter advance orders placed ahead of ERP cutovers. Despite the sales decline and a GAAP net loss of $12 million, the company raised its full-year adjusted diluted EPS guidance to a range of $7.20 to $7.30 and expects organic sales growth toward the high end of its +2.5% to +3.0% range.
Q3 2026 net sales were $1.9 billion, reflecting a 7.0% reported decrease and a 2.8% organic decrease.
GAAP diluted earnings per share was $(0.07), while adjusted diluted earnings per share was $1.45.
Full-year adjusted EPS guidance was raised to $7.20 to $7.30 from the prior range of $7.10 to $7.20.
Solventum reported second-quarter 2026 net sales of $2.2 billion, up 2.2% reported and 9.5% organic, with GAAP diluted EPS of $0.53 and adjusted diluted EPS of $2.55. The company raised its full-year 2026 guidance for organic sales growth, adjusted EPS and free cash flow, and announced its intent to separate the Health Information Systems segment. GAAP results were weaker in some areas, including a GAAP operating margin of 8.2% versus 9.9% a year earlier.
Q2 net sales of $2.2 billion, up 2.2% reported and 9.5% organic; GAAP diluted EPS $0.53 vs. $0.51 a year earlier
Adjusted diluted EPS of $2.55 vs. $1.69 in Q2 2025, a 50.9% increase
2026 adjusted EPS guidance raised to $7.10 to $7.20, from the upper end of the prior $6.40 to $6.60 range
Intent to separate Health Information Systems segment; six-month net income was $105 million, down 53.7%
Solventum appointed Neil Zieselman as Senior Vice President, Controller and Chief Accounting Officer, effective August 10, 2026, replacing Mary Wilcox, who is retiring. He will also serve as principal accounting officer for SEC reporting and report to CFO Wayde McMillan. The filing describes the change as a planned succession in a key finance role, with no financial results disclosed.
Neil Zieselman, age 50, previously served as Senior Vice President, Corporate Finance and Controller at Surgery Partners, Inc. since May 2022
Compensation includes a 50% target annual bonus, a $500,000 long-term incentive target award and a $130,000 cash sign-on bonus
Initial grant of $600,000 in restricted stock units vests in three equal installments over three years
Board appointed him on July 16, 2026, in connection with Mary Wilcox's previously announced retirement
Solventum's Talent Committee approved a new Executive Severance Plan on May 21, 2026, effective June 1, 2026, replacing the prior plan from April 1, 2024. The filing says the new plan changes severance terms for executives, including a lump-sum COBRA payment for the CEO and direct reports, and provides for forfeiture of certain post-effective date equity awards.
Plan adopted May 21, 2026 by the Talent Committee of the Board, effective June 1, 2026, replacing the Prior Plan effective April 1, 2024
CEO direct reports generally receive 12 months of base salary plus prorated incentive pay; executives eligible for 18 months keep that amount for two years
CEO and direct reports receive a lump-sum payment equal to COBRA premiums for the severance period
Solventum reported first-quarter 2026 results on May 5, 2026, with net sales down 3.0% to $2.0 billion on a reported basis and up 2.1% on an organic basis. GAAP diluted EPS fell to $0.07 from $0.78, while adjusted diluted EPS rose 10.6% to $1.48. The company affirmed its full-year 2026 organic sales growth and free cash flow guidance and said adjusted EPS is estimated to be toward the high end of its $6.40 to $6.60 range.
Reported sales of $2.0 billion, down 3.0% from $2.07 billion a year earlier; organic sales up 2.1%
GAAP net income of $13 million versus $137 million, with separation and restructuring costs weighing on results
Adjusted diluted EPS of $1.48 versus $1.34; free cash flow was negative $273 million
Full-year 2026 guidance affirmed, with free cash flow of about $200 million and adjusted EPS toward the high end of $6.40 to $6.60
Solventum Corporation disclosed that Mary Wilcox informed the company on March 20, 2026 of her intent to retire and resign as Chief Accounting Officer, pending the search for and appointment of a successor. The filing is a routine leadership transition for a senior finance role and does not report any financial results or guidance changes.
Mary Wilcox notified Solventum of her intent to retire and resign as Chief Accounting Officer on March 20, 2026.
Her departure is contingent on the company appointing a successor following a search.
The filing does not name a successor or state an effective departure date.
The 8-K was signed by CFO Wayde McMillan on March 24, 2026.
Solventum reported fourth-quarter 2025 net sales of $1,998 million, down 3.7% on a reported basis but up 3.5% organically, and introduced 2026 full-year guidance. Adjusted diluted EPS rose to $1.57 from $1.41, while the company guided to 2026 adjusted EPS of $6.40 to $6.60, compared with $6.11 for full-year 2025.
Q4 2025 reported net sales of $1,998 million, down 3.7%; organic sales up 3.5%
Q4 2025 GAAP diluted EPS of $0.36 versus $0.17; adjusted diluted EPS of $1.57 versus $1.41
2026 guidance: organic sales growth of 2.0% to 3.0%, adjusted EPS of $6.40 to $6.60, and free cash flow of about $200 million
Full-year 2025 free cash flow was negative $10 million and adjusted EPS was $6.11, down 8.8%
Solventum reported third-quarter 2025 sales of $2.1 billion, up 0.7% (2.7% organic), while adjusted diluted EPS fell 8.5% to $1.50. The company raised its full-year adjusted EPS range to $5.98 to $6.08 from $5.88 to $6.03 and launched a multiyear Transform for the Future program, which it expects to generate about $500 million in annual cost savings, though GAAP diluted EPS of $7.22 includes a $1.5 billion gain on the Purification and Filtration sale.
Q3 net sales $2,096 million, up 0.7%; organic sales up 2.7%
Adjusted diluted EPS $1.50 versus $1.64 a year earlier, down 8.5%; GAAP diluted EPS $7.22
Full-year adjusted EPS outlook raised to $5.98 to $6.08; free cash flow guidance revised to $150 million to $250 million
Transform for the Future expected to yield about $500 million in annual savings with about $500 million in cumulative pretax costs
Solventum appointed Heather Knight to a newly created Chief Commercial Officer role, effective November 10, 2025, where she will oversee global commercial and R&D operations across its MedSurg, Dental Solutions and Health Information Systems segments. Chris Barry, Executive Vice President and Group President of MedSurg, will leave the company effective December 31, 2025, and may receive severance if he signs a general release. The filing gives no financial impact figures, but the leadership change restructures commercial oversight for shareholders.
Heather Knight becomes Chief Commercial Officer effective November 10, 2025, reporting directly to CEO Bryan Hanson
Knight previously served as Chief Operating Officer at Baxter International and has over 30 years of MedTech experience
Chris Barry, EVP and Group President of MedSurg, departs effective December 31, 2025
Barry may receive severance under the Solventum Executive Severance Plan, subject to a signed general release
Solventum completed the sale of its Purification & Filtration business to Thermo Fisher Scientific on September 1, 2025, for approximately $4.0 billion in cash before adjustments. The company said net proceeds of $3.4 billion will be used primarily to pay down debt, and it raised its adjusted EPS guidance for 2025, which shareholders may view as a positive development.
Sale closed September 1, 2025; cash consideration was approximately $4.0 billion, subject to closing adjustments, and Solventum may pay Buyer up to $75 million
Net proceeds of $3.4 billion will be used primarily to pay down outstanding debt
Adjusted EPS guidance raised to $5.88 to $6.03 from $5.80 to $5.95
Expected net interest expense lowered to $400 million from $450 million; organic sales growth (+2.0% to +3.0%) and free cash flow ($450 million to $550 million) guidance unchanged
Solventum reported second-quarter 2025 net sales up 3.9% to $2.2 billion, with adjusted diluted EPS of $1.69 versus $1.56 a year earlier. The company raised its full-year 2025 adjusted EPS outlook to $5.80-$5.95 and its organic sales growth outlook to 2.0%-3.0%, but GAAP operating income margin and quarterly free cash flow declined.
Q2 net sales rose 3.9% to $2.2 billion; organic sales rose 2.8%.
Adjusted diluted EPS was $1.69, up 8.3%; GAAP diluted EPS was $0.51, flat year over year.
Full-year adjusted EPS outlook raised to $5.80-$5.95 from $5.45-$5.65; organic sales growth outlook raised to +2.0% to +3.0%.
GAAP operating income margin fell to 9.9% from 11.7%; Q2 free cash flow was $59 million versus $297 million.
On June 25, 2025, Solventum and Thermo Fisher signed an amended agreement that removes Solventum's drinking water filtration business from the planned sale and lowers the cash payment at closing from about $4.10 billion to about $4.00 billion. Solventum says the change could simplify the deal and speed up its closing, which it still expects by the end of 2025, but it will also reduce previously projected gross and operating margin improvements.
Cash consideration at closing falls from about $4.10 billion to about $4.00 billion; net proceeds are still intended mainly to pay down debt.
The Water Business is excluded, and Thermo Fisher may receive up to $75 million from Solventum on a sale of that business or after a 3-year period.
Previously projected gross margin (200 basis points) and operating margin (100 basis points) improvements will be reduced; updated estimates will come on the second-quarter earnings call.
Solventum reported first-quarter 2025 sales up 2.6% to $2.1 billion, with organic sales up 4.3%. Profit fell sharply: net income was $137 million versus $237 million a year earlier, and GAAP diluted EPS was $0.78 versus $1.37. The company raised its full-year 2025 organic sales growth outlook to +1.5% to +2.5% but left its adjusted EPS and free cash flow guidance unchanged.
Net sales rose 2.6% to $2.1 billion; organic sales rose 4.3% for the quarter.
GAAP diluted EPS was $0.78 versus $1.37; adjusted diluted EPS was $1.34 versus $2.08.
Free cash flow was negative $80 million versus $340 million a year earlier.
Full-year organic sales growth outlook raised to +1.5% to +2.5% from +1.0% to +2.0%; adjusted EPS guidance of $5.45 to $5.65 unchanged.
Solventum agreed on February 25, 2025 to sell its purification and filtration business to Thermo Fisher Scientific for approximately $4.10 billion in cash, plus assumption of certain liabilities, subject to customary closing adjustments. The deal is subject to closing conditions, including antitrust clearance, and Solventum expects to close by the end of 2025, so shareholders face a pending divestiture rather than a completed sale.
Cash consideration of approximately $4.10 billion payable at closing, subject to adjustments for cash, debt, transaction expenses and working capital
Agreement dated February 25, 2025; Solventum expects to close by the end of the 2025 calendar year
Either party may terminate if the deal is not completed by November 25, 2025, with two three-month extensions available if only regulatory conditions remain unmet
Solventum agreed to a three-year non-compete for the business and a two-year non-solicit and no-hire for certain employees after closing
Solventum reported fourth-quarter 2024 sales up 1.9% to $2.074 billion, but GAAP diluted EPS fell to $0.17 from $1.57 a year earlier, and adjusted EPS fell to $1.41 from $2.17. The company also introduced 2025 guidance for organic sales growth, adjusted EPS and free cash flow, but said the guidance still includes the Purification and Filtration segment it agreed to sell and will be updated after that deal closes.
Q4 2024 sales were $2.074 billion, up 1.9%; organic sales rose 2.3%
GAAP operating income was $136 million versus $406 million a year earlier; adjusted operating margin was 20.4% versus 25.9%
2025 guidance: organic sales growth of 1.0% to 2.0%, adjusted EPS of $5.45 to $5.65, free cash flow of $450 million to $550 million
Guidance includes Purification and Filtration, which Solventum announced it would sell on February 25, 2025
Solventum reported third-quarter 2024 sales of $2.082 billion, up 0.4%, while GAAP earnings per share fell to $0.70 from $2.66 a year earlier and adjusted EPS was $1.64 versus $2.87. The company raised its full-year 2024 adjusted EPS guidance to $6.50 to $6.65 from $6.30 to $6.50, so shareholders get a higher outlook alongside a sharp drop in quarterly profit.
Q3 2024 net sales $2.082 billion, up 0.4%; organic sales up 0.3%
GAAP EPS $0.70 vs. $2.66 in Q3 2023; adjusted EPS $1.64 vs. $2.87
Full-year 2024 adjusted EPS guidance raised to $6.50 to $6.65 (previously $6.30 to $6.50)
Full-year free cash flow guidance raised to $750 million to $850 million (previously $700 million to $800 million)
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