Solventum Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 1, 2025
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 25, 2025, Solventum Corporation, a Delaware corporation (“Solventum”) and Thermo Fisher Scientific Inc., a Delaware corporation (“Buyer”), entered into a Transaction Agreement, pursuant to which Buyer agreed to acquire from Solventum certain assets and liabilities related to Solventum’s purification and filtration business. On June 25, 2025, Solventum and Buyer entered into an Amended and Restated Transaction Agreement (the “Agreement”) to exclude Solventum’s drinking water filtration business (the “Water Business”) from the scope of the purification and filtration business to be acquired by Buyer (such acquired business, the “Business”). Solventum previously disclosed the terms of the Agreement on its Current Report on Form 8-K filed on June 25, 2025. On September 1, 2025, Solventum completed the sale of the Business to the Buyer in accordance with the terms of the Agreement. The cash consideration paid to Solventum at closing was approximately $4.0 billion, which is subject to further adjustments for closing cash and indebtedness, unpaid transaction expenses and working capital as set forth in the Agreement, as well as a payment to Buyer of up to $75 million from Solventum either upon a sale of the Water Business or after an agreed upon 3-year period.
Item 7.01. Regulation FD Disclosure.
On September 2, 2025, Solventum issued a press release announcing the completion of the transaction referred to in Item 2.01 above. A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Solventum under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings. This report shall not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information giving effect to the transaction referred to in Item 2.01 above is included in Solventum’s Current Report on Form 8-K filed on August 13, 2025 under Item 9.01, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SOLVENTUM CORPORATION | ||||||||
By: | /s/ Wayde McMillan | |||||||
Wayde McMillan | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Dated: September 2, 2025