SOLS — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-07-30

• On July 6, 2026, Solstice entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Element Solutions Inc (“Element Solutions”) in a cash-and-stock transaction pursuant to which Element Solutions stockholders will receive, for each share of Element Solutions common stock, $10.…

• In connection with entering into the Merger Agreement, Solstice entered into a commitment letter providing among other things, financing for the Transactions in the form of an initial $4.685 billion bridge commitment from Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. Solstice intend…

• See Note 16 – Subsequent Events for additional information regarding the Transactions.

• On October 30, 2025 (“the “Spin-off date”), Honeywell International Inc. (“Honeywell”) completed the Spin-off of Solstice by means of a pro rata distribution (the “Distribution”), which was intended to be tax-free for U.S. federal tax purposes, of all of the issued and outstanding Solstice Advanced …

• In connection with the Spin-off from Honeywell, Solstice entered into a Tax Matters Agreement with Honeywell. If the Merger Agreement is terminated under certain specified circumstances, including pursuant to a competing proposal or in the event that Honeywell revokes its consent pursuant to the Tax…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• On October 30, 2025 (“the “Spin-off date”), Honeywell International Inc. (“Honeywell”) completed the Spin-off of Solstice by means of a pro rata distribution (the “Distribution”), which was intended to be tax-free for U.S. federal tax purposes, of all of the issued and outstanding Solstice Advanced …

• For The Three Months Ended March 31,Percentage of Net Sales For The Three Months Ended March 31,Percentage Change

• Selling, general and administrative expenses108 93 11 %10 %16 %

• The following table sets forth the factors contributing to year-over-year changes in our net sales for the three months ended March 31, 2026.

• For the three months ended March 31, 2026 compared with the three months ended March 31, 2025

Text added vs the prior filing · source: 10-Q · 2026-07-30

• •risks and uncertainties around the proposed Transactions (as defined herein), including the risk that the anticipated benefits and synergies of the Transactions may not be realized when expected or at all, that the terms and scope of the expected financing in connection with the Transactions may pr…

Text added vs the prior filing · source: 10-Q · 2026-07-30

• •risks and uncertainties around the proposed Transactions (as defined herein), including the risk that the anticipated benefits and synergies of the Transactions may not be realized when expected or at all, that the terms and scope of the expected financing in connection with the Transactions may pr…

Text added vs the prior filing · source: 10-Q · 2026-07-30

• •risks and uncertainties around the proposed Transactions (as defined herein), including the risk that the anticipated benefits and synergies of the Transactions may not be realized when expected or at all, that the terms and scope of the expected financing in connection with the Transactions may pr…

Text added vs the prior filing · source: 10-Q · 2026-07-30

• Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material changes to our risk factors presented in our 2025 Annual Report on Form 10-K under Part I. Item 1A. “Risk Factors.” For further discussion of our risk factors, refer to Part I, Item 1A. “Risk…

• Risks Relating to the Pending Mergers with Element Solutions

• Solstice shareowners as of immediately prior to the Mergers will have reduced ownership in the combined company and less influence over management.

• We anticipate issuing approximately 126,000,000 shares of common stock pursuant to the Merger Agreement. The actual number of shares of common stock to be issued pursuant to the Merger Agreement will be determined at the closing of the Mergers based on the number of shares of Element Solutions commo…

• Immediately after the closing of the Mergers, it is expected that Solstice shareowners as of immediately prior to the Mergers will own approximately 56%, and Element Solutions shareowners as of immediately prior to the Mergers will own approximately 44%, of the issued and outstanding shares of Solst…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• Item 2Unregistered Sales of Equity Securities and Use of Proceeds

• This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 about us and our industry that involve substantial risks and uncertainties. T…

• •our limited operating history as an independent, publicly traded company and unreliability of historical consolidated financial information as an indicator of our future results;

• •our ability to successfully develop new technologies and introduce new products;

• •an overall decline in the health of the economy and the industries in which we operate, including as a result of inflation, tariffs and other trade barriers and restrictions, market volatility, geopolitical instability and social unrest, the possibility of an economic downturn or recession or other…

Text added vs the prior filing · source: 10-Q · 2026-07-30

• •risks and uncertainties around the proposed Transactions (as defined herein), including the risk that the anticipated benefits and synergies of the Transactions may not be realized when expected or at all, that the terms and scope of the expected financing in connection with the Transactions may pr…