Solstice Advanced Materials Inc.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
SOLS$58.00+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0002064953-26-000087
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0002064953-26-000100
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 115 previous paragraphs and 117 current paragraphs.
63 unchanged; 42 reworded; 10 added; 10 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On August 27, 2026, Solstice and Element Solutions entered into a Termination Agreement (the “Termination Agreement”) pursuant to which, among other things, Solstice and Element Solutions mutually terminated the Merger Agreement. Subject to limited customary exceptions, the Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the contemplated merger transaction. Neither Solstice nor Element Solutions will be responsible for any payments to the other party as a result of the termination of the Merger Agreement. During the three and nine months ended September 30, 2026, the Company recorded $34 million of fees associated with a bridge loan facility and backstop revolving credit facility within Interest and other financial charges and $23 million and $27 million, respectively, of professional fees within Transaction-related costs related to the terminated merger in the Consolidated Statements of Operations.
Current report
Transaction-related costs
Current report
The following sets forth the net sales for our RAS segment for the nine months ended September 30, 2026 and 2025.
Current report
Segment Adjusted EBITDA increased by $8 million or 3%, and Segment Adjusted EBITDA margin decreased 1%, primarily driven by favorable pricing, production incentive credits, and volume growth, offset by inflation of raw material and freight costs and higher R&D expenses.
Current report
The following sets forth the net sales for our ESM segment for the nine months ended September 30, 2026 and 2025.
Current report
Segment Adjusted EBITDA increased by $21 million or 44% and Segment Adjusted EBITDA margin increased 5% primarily driven by volume growth, favorable pricing, and certain transitory costs in the prior-year period, partially offset by inflation of raw material costs.
Current report
Share Repurchases
Current report
On August 27, 2026, Solstice announced that the Board of Directors of Solstice approved Solstice’s share repurchase program, authorizing Solstice to repurchase up to $500 million of its common stock.
Current report
Repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The amount and timing of future repurchases may vary depending on market conditions and the level of operating, financing and other investing activities. The repurchase authorization may be amended, suspended, resumed or terminated by Solstice’s Board of Directors at any time without prior notice. Solstice expects to utilize cash on hand and cash generated by operations to fund repurchases under the share repurchase program.
Current report
During both the three and nine months ended September 30, 2026, the Company repurchased 1.7 million shares of its common stock for an aggregate purchase price of $100 million. The Company intends to substantially complete its current $500 million share repurchase authorization by the end of the first quarter of 2027.
Removed paragraphs (10)
Previous report
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 intends to obtain permanent debt financing in the form of a senior secured term loan B facility and unsecured notes in public or private offering(s) prior to the closing of the Transactions. Solstice intends to use any such financing in addition to cash from its balance sheet to fund the cash consideration payable at closing of the Transactions. The receipt of financing by Solstice is not a condition to Solstice’s obligation to consummate the Transactions.
Previous report
See Note 16 – Subsequent Events for additional information regarding the Transactions.
Previous report
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 Matters Agreement entered into between the Company and Honeywell, or otherwise seeks to prohibit the Mergers, the Company may be required to pay Element Solutions a termination fee of $385.0 million or $513 million. If the Merger Agreement is terminated under certain specified circumstances, Element Solutions may be required to pay the Company a termination fee of $376.0 million.
Previous report
The following sets forth the net sales for our RAS segment for the six months ended June 30, 2026 and 2025.
Previous report
Segment Adjusted EBITDA decreased by $18 million or 6% and Segment Adjusted EBITDA margin decreased 6% primarily driven by timing of current year plant turnaround activity and production incentive credits in the prior year. These decreases were partially offset by volume growth and favorable pricing.
Previous report
The following sets forth the net sales for our ESM segment for the six months ended June 30, 2026 and 2025.
Previous report
Segment Adjusted EBITDA increased by $18 million or 17% and Segment Adjusted EBITDA margin increased 2% primarily driven by volume growth in Electronic Materials, improved pricing, and productivity.
Previous report
The Bridge Commitment Letter also contemplates that the Company will seek to obtain permanent financing in the form of a senior secured term loan B facility and unsecured notes in public or private offering(s) prior to the closing of the Transactions (collectively, the “Permanent Financing”). The Bridge Facility is intended to be available to the Company to finance, together with other sources of funds, the acquisition, the refinancing of certain existing indebtedness of Element Solutions and related fees and expenses in connection with the Transactions, in the event that the Company has not obtained the Permanent Financing on or prior to the closing of the Transactions. Commitments under the Bridge Facility will be reduced by the amount of any Permanent Financing as well as certain other events. The receipt of financing by the Company is not a condition to the Company’s obligation to consummate the Transactions.
Previous report
The Facilities are subject to customary conditions precedent to funding, including the consummation of the Transactions in all material respects in accordance with the terms of the Merger Agreement and other customary funding conditions for facilities of this type, and contain customary representations, warranties, covenants and indemnification provisions for transactions of this nature.
Previous report
On July 24, 2026, the Company entered into an amendment to the Credit Agreement to allow, among other things, for the provision of $4.685 billion in bridge financing to the Company and certain other transactions in connection with the Merger Agreement.
Reworded paragraphs (42)
Previous wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of Solstice Advanced Materials Inc. and its consolidated subsidiaries (“Solstice,” “Solstice Advanced Materials,” “we,” “us,” “our,” or the “Company”) for the three and six months ended June 30, 2026. The financial information as of June 30, 2026 should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2025, contained in our 2025 Annual Report on Form 10-K.
Current wording
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of Solstice Advanced Materials Inc. and its consolidated subsidiaries (“Solstice,” “Solstice Advanced Materials,” “we,” “us,” “our,” or the “Company”) for the three and nine months ended September 30, 2026. The financial information as of September 30, 2026 should be read in conjunction with the Consolidated Financial Statements for the year ended December 31, 2025, contained in our 2025 Annual Report on Form 10-K.
Previous wording
Our RAS segment is a leading manufacturer of low global warming potential (“LGWP”) refrigerants, blowing agents, solvents, and aerosol materials, as well as conversion services for the nuclear energy sector. RAS serves the end markets of cooling, air conditioning and refrigeration (“HVAC/R”), automotive, nuclear energy, building and appliance insulation, and healthcare. RAS products include, among others, LGWP refrigerants, blowing agents, aerosol propellants, cleaning solvents, high-barrier pharmaceutical packaging materials and conversion services for nuclear energy providers. Our products are distributed and sold through well-known brands like Solstice, Genetron, and Aclar.
Current wording
Our RAS segment is a leading manufacturer of low global warming potential (“LGWP”) refrigerants, blowing agents, solvents, and aerosol materials, as well as conversion services for the nuclear energy sector. RAS serves the end markets of cooling, air conditioning and refrigeration, automotive, nuclear energy, building and appliance insulation, and healthcare. RAS products include, among others, LGWP refrigerants, blowing agents, aerosol propellants, cleaning solvents, high-barrier pharmaceutical packaging materials and conversion services for nuclear energy providers. Our products are distributed and sold through well-known brands like Solstice, Genetron, and Aclar.
Previous wording
Proposed Acquisition of Element Solutions Inc
Current wording
Terminated Acquisition of Element Solutions Inc
Previous wording
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, $10.00 in cash and 0.500 shares of Solstice common stock. The transactions contemplated pursuant to the Merger Agreement are referred to as the “Transactions”.
Current wording
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 would have received, for each share of Element Solutions common stock, $10.00 in cash and 0.500 shares of Solstice common stock.
Previous wording
Prior to the Spin-off date, the accompanying combined financial statements were derived from the consolidated financial statements and accounting records of Honeywell and presented on a standalone basis as if the Company’s operations had been conducted independently from Honeywell, which includes all revenues and costs directly attributable to the Solstice Advanced Materials business and an allocation of expenses related to certain Honeywell corporate functions. These expenses were allocated to the Solstice Advanced Materials business based on a proportion of net sales and may not be indicative of the actual expense that would have been incurred had Solstice operated as an independent, standalone entity, nor are they indicative of future expenses of the Company. All significant intercompany balances between Solstice and Honeywell prior to the Spin-off date were included within Net Parent investment on the accompanying financial statements.
Current wording
Prior to the Spin-off date, the combined financial statements were derived from the consolidated financial statements and accounting records of Honeywell and presented on a standalone basis as if the Company’s operations had been conducted independently from Honeywell, which includes all revenues and costs directly attributable to the Solstice Advanced Materials business and an allocation of expenses related to certain Honeywell corporate functions. These expenses were allocated to the Solstice Advanced Materials business based on a proportion of net sales and may not be indicative of the actual expense that would have been incurred had Solstice operated as an independent, standalone entity, nor are they indicative of future expenses of the Company. All significant intercompany balances between Solstice and Honeywell prior to the Spin-off date were included within Net Parent investment on the financial statements.
Previous wording
The Company classifies certain expenses related to the Spin-off, as well as related to potential or completed acquisitions and divestitures (if any) as Transaction-related costs in the Consolidated Statements of Operations. The Transaction-related costs related to the Spin-off include one-time and non-recurring expenses associated with the separation and stand-up of functions required to operate as a standalone public entity. These non-recurring costs primarily relate to legal, accounting, consulting and other professional service fees, system implementation costs, business and facilities separation, marketing development related to our brand and other matters.
Current wording
The Company classifies certain expenses related to the Spin-off, as well as related to potential, terminated or completed acquisitions and divestitures (if any) as Transaction-related costs in the Consolidated Statements of Operations. The Transaction-related costs include non-recurring expenses associated with the separation and stand-up of functions required to operate as a standalone public entity, which primarily relate to legal, accounting, consulting and other professional service fees, system implementation costs, business and facilities separation, development of our brand and other matters. The Transaction-related costs also include other non-recurring professional fees associated with certain strategic transactions.
Previous wording
Net sales increased by $115 million or 11% primarily due to volume growth of $58 million and favorable pricing of $31 million in the RAS segment, as well as volume growth of $14 million and favorable pricing of $6 million in the ESM segment.
Current wording
Net sales increased by $77 million or 8% primarily due to volume growth of $30 million and favorable pricing of $9 million in the RAS segment, as well as volume growth of $28 million and favorable pricing of $13 million in the ESM segment.
Previous wording
Cost of product and services sold increased by $205 million or 16% primarily driven by volume increases and inflation in raw materials in both the RAS and ESM segments.
Current wording
Cost of product and services sold increased by $42 million or 6% primarily driven by higher sales volumes and inflation of raw material costs in both the RAS and ESM segments.
Previous wording
Research and development expenses increased by $8 million or 18% driven by continued investment in innovation across the portfolio of offerings such as Spectra Y and next-generation molecules; Selling, general and administrative expenses increased by $32 million or 16% driven by an increase in employee-related expenses, primarily in connection with additional headcount necessary to operate as an independent public company; Transaction-related costs decreased by $11 million or 18% driven by a decrease in professional advisory services fees incurred after the Spin-off, partially offset by expenses incurred in connection with potential strategic transactions; Other expense (income) remained relatively flat; and Interest and other financial charges increased by $50 million driven by the issuance of debt in connection with the Spin-off in the second half of 2025.
Current wording
Research and development expenses increased by $4 million or 13% driven by continued investment in innovation across the portfolio of next-generation molecules; Selling, general and administrative expenses increased by $7 million or 6% driven by an increase in employee-related expenses, primarily in connection with additional headcount necessary to operate as an independent public company; Transaction-related costs decreased by $1 million or 4% primarily driven by a decrease in professional advisory services fees incurred after the Spin-off, largely offset by professional fees incurred in connection with the terminated merger of $23 million; Other expense (income) had an unfavorable change of $29 million primarily driven by the government reimbursement of certain past legal expenses in the prior-year period; and Interest and other financial charges increased by $58 million primarily driven by the amortization and write-off of fees associated with a bridge loan facility and backstop revolving credit facility of $34 million related to the terminated merger, as well as the issuance of debt in connection with the Spin-off in the fourth quarter of 2025.
Previous wording
Income tax expense decreased by $59 million. The effective tax rate in 2026 was lower than the effective tax rate in 2025 as a result of nondeductible transaction costs and incremental frictional tax costs related to the Spin-off from Honeywell in the prior-year period. See Note 5 – Income Taxes of the Notes to the Consolidated Financial Statements for additional information on the effective tax rate.
Current wording
Income tax expense decreased by $158 million. The effective tax rate in 2026 was lower than the effective tax rate in 2025 as a result of nondeductible transaction costs and discrete tax adjustments related to the Spin-off from Honeywell in the prior-year period. See Note 5 – Income Taxes of the Notes to the Consolidated Financial Statements for additional information on the effective tax rate.
Previous wording
The following table sets forth the factors contributing to year-over-year changes in our net sales for the six months ended June 30, 2026.
Current wording
The following table sets forth the factors contributing to year-over-year changes in our net sales for the nine months ended September 30, 2026.
Previous wording
Net sales increased by $209 million or 11% primarily due to volume growth of $95 million, favorable pricing of $52 million and favorable foreign currency impacts of $22 million in the RAS segment, as well as volume growth of $26 million, favorable foreign currency impacts of $9 million and favorable pricing of $6 million in the ESM segment.
Current wording
Net sales increased by $286 million or 10% primarily due to volume growth of $125 million, favorable pricing of $62 million and favorable foreign currency impacts of $21 million in the RAS segment, as well as volume growth of $54 million and favorable pricing of $19 million in the ESM segment.
Previous wording
Cost of product and services sold increased by $107 million or 16% primarily driven by volume increases and inflation in raw materials in the RAS segment.
Current wording
Cost of product and services sold increased by $246 million or 13% primarily driven by higher sales volumes and inflation of raw material costs in both the RAS and ESM segments.
Previous wording
Research and development expenses increased by $2 million or 11% driven by continued investment in innovation across the portfolio of offerings such as Spectra Y and next-generation molecules; Selling, general and administrative expenses increased by $18 million or 17% driven by an increase in employee-related expenses, primarily in connection with additional headcount necessary to operate as an independent public company; Transaction-related costs decreased by $6 million or 18% driven by a decrease in professional advisory services fees incurred after the Spin-off, partially offset by expenses incurred in connection with potential strategic transactions; Other expense (income) had a favorable change of $4 million driven primarily by lower foreign currency losses in the current period compared to the prior period; and Interest and other financial charges increased by $22 million driven by the issuance of debt in connection with the Spin-off in the second half of 2025.
Current wording
Research and development expenses increased by $13 million or 18% driven by continued investment in innovation across the portfolio of next-generation molecules; Selling, general and administrative expenses increased by $41 million or 13% driven by an increase in employee-related expenses, primarily in connection with additional headcount necessary to operate as an independent public company; Transaction-related costs decreased by $12 million or 13% primarily driven by a decrease in professional advisory services fees incurred after the Spin-off, partially offset by professional fees incurred in connection with the terminated merger of $27 million; Other expense (income) had an unfavorable change of $27 million primarily driven by the government reimbursement of certain past legal expenses in the prior-year period; and Interest and other financial charges increased by $107 million primarily driven by the issuance of debt in connection with the Spin-off in the fourth quarter of 2025 and the amortization and write-off of fees associated with a bridge loan facility and backstop revolving credit facility of $34 million related to the terminated merger.
Previous wording
Income tax expense decreased by $75 million. The effective tax rate in 2026 was lower than the effective tax rate in 2025 as a result of nondeductible transaction costs and incremental frictional tax costs related to the Spin-off from Honeywell in the prior-year period. See Note 5 – Income Taxes of the Notes to the Consolidated Financial Statements for additional information on the effective tax rate.
Current wording
Income tax expense decreased by $232 million. The effective tax rate in 2026 was lower than the effective tax rate in 2025 as a result of nondeductible transaction costs and discrete tax adjustments related to the Spin-off from Honeywell in the prior-year period. See Note 5 – Income Taxes of the Notes to the Consolidated Financial Statements for additional information on the effective tax rate.
Previous wording
Segment Adjusted EBITDA is the primary measure of segment profitability used by our Chief Operating Decision Maker. We define Segment Adjusted EBITDA as segment net income excluding income taxes, general corporate unallocated expense, depreciation, amortization, interest and other financial charges, remeasurement of foreign currencies, stock-based compensation expense, nonoperating pension expense (income), transaction-related costs, repositioning charges, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature.
Current wording
Segment Adjusted EBITDA is the primary measure of segment profitability used by our Chief Operating Decision Maker. We define Segment Adjusted EBITDA as segment net income excluding income taxes, general corporate unallocated expense, depreciation, amortization, interest and other financial charges, remeasurement of foreign currencies, stock-based compensation expense, nonoperating pension expense (income), transaction-related costs, repositioning charges, environmental reserves, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature.
Previous wording
The following table sets forth the net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA margin amounts for our RAS segment for the three and six months ended June 30, 2026 and 2025.
Current wording
The following table sets forth the net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA margin amounts for our RAS segment for the three and nine months ended September 30, 2026 and 2025.
Previous wording
The following table sets forth the reported and organic net sales growth in our RAS segment’s net sales for the three and six months ended June 30, 2026 compared with the prior year periods.
Current wording
The following table sets forth the reported and organic net sales growth in our RAS segment’s net sales for the three and nine months ended September 30, 2026 compared with the prior year periods.
Previous wording
RAS net sales increased by $94 million or 13% primarily driven by volume growth of $58 million, mainly as a result of the ongoing transition to LGWP refrigerants and volume increases in nuclear. Favorable pricing of $31 million also contributed to the increase, primarily driven by higher pricing in the stationary end market.
Current wording
RAS net sales increased by $39 million or 6% primarily driven by volume growth of $30 million, mainly due to demand for LGWP refrigerants in the stationary end market, driven by data center demand, and in the automotive end market, as well as volume increases in healthcare packaging following destocking in the prior-year period. Favorable pricing of $9 million also contributed to the increase, primarily driven by higher pricing in refrigerants within the stationary end market.
Previous wording
RAS net sales increased by $169 million or 12% primarily driven by volume growth of $95 million, mainly as a result of the ongoing transition to LGWP refrigerants and volume increases in nuclear. Favorable pricing of $52 million, primarily driven by higher pricing in the stationary end market, and favorable currency translation impacts on net sales of $22 million also contributed to the increase.
Current wording
RAS net sales increased by $208 million or 10% primarily driven by volume growth of $125 million, mainly due to demand for LGWP refrigerants in the stationary end market, driven primarily by data center demand, and in the automotive end markets, as well as volume increases in nuclear. Favorable pricing of $62 million, primarily driven by higher pricing in refrigerants within the stationary end market, and favorable currency impacts on net sales of $21 million also contributed to the increase.
Previous wording
Segment Adjusted EBITDA decreased by $26 million or 5% and Segment Adjusted EBITDA margin decreased 6% primarily driven by inflation of raw material costs and higher R&D expenses.
Current wording
Segment Adjusted EBITDA decreased by $18 million or 2% and Segment Adjusted EBITDA margin decreased 4%, primarily driven by inflation of raw material and freight costs and higher R&D expenses, partially offset by favorable pricing, volume growth and higher production incentive credits.
Previous wording
The following table sets forth the net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA margin amounts for our ESM segment for the three and six months ended June 30, 2026 and 2025.
Current wording
The following table sets forth the net sales, Segment Adjusted EBITDA, and Segment Adjusted EBITDA margin amounts for our ESM segment for the three and nine months ended September 30, 2026 and 2025.
Previous wording
The following table sets forth the reported and organic net sales growth in our ESM segment’s net sales for the three and six months ended June 30, 2026 compared with the prior year periods.
Current wording
The following table sets forth the reported and organic net sales growth in our ESM segment’s net sales for the three and nine months ended September 30, 2026 compared with the prior year periods.
Previous wording
ESM net sales increased by $21 million or 8%. The increase was primarily driven by volume growth of $14 million, mainly due to volume increases in electronic materials related to stronger memory demand in the semiconductor end market. Favorable pricing of $6 million also contributed to the increase.
Current wording
ESM net sales increased by $38 million or 14%. The increase was primarily driven by volume growth of $28 million, mainly due to volume increases in electronic materials related to stronger memory demand in the semiconductor end market and favorable pricing of $13 million.
Previous wording
ESM net sales increased by $41 million or 8%. The increase was primarily driven by volume growth of $26 million, mainly due to volume increases in electronic materials related to stronger memory demand in the semiconductor end market. Favorable currency translation impacts on net sales of $9 million and favorable pricing of $6 million also contributed to the increase.
Current wording
ESM net sales increased by $79 million or 10%. The increase was primarily driven by volume growth of $54 million, mainly due to volume increases in electronic materials related to stronger memory demand in the semiconductor end market and favorable pricing of $19 million.
Previous wording
Segment Adjusted EBITDA increased by $12 million or 24% and Segment Adjusted EBITDA margin increased 3% primarily driven by volume growth in Electronic Materials and productivity.
Current wording
Segment Adjusted EBITDA increased by $39 million or 25% and Segment Adjusted EBITDA margin increased 3% primarily driven by volume growth, plant productivity, and favorable pricing, partially offset by inflation of raw material costs.
Previous wording
Corporate and All Other costs increased by $8 million or 18% and $28 million or 36% for the three and six months ended June 30, 2026 compared to the prior year periods, respectively, due to an increase in selling, general and administrative expenses, primarily due to higher employee-related expenses as a result of additional headcount necessary to operate as an independent public company.
Current wording
Corporate and All Other costs decreased by $1 million or 1% and increased by $28 million or 21% for the three and nine months ended September 30, 2026 compared to the prior year periods, respectively. The increase for the nine months ended September 30, 2026 was primarily due to an increase in selling, general and administrative expenses, primarily due to higher employee-related expenses as a result of additional headcount necessary to operate as an independent public company.
Previous wording
Adjusted EBITDA and Adjusted EBITDA margin: The Company defines Adjusted EBITDA as net income excluding income taxes, depreciation, amortization, interest and other financial charges, remeasurement of foreign currencies, stock-based compensation expense, nonoperating pension expense (income), transaction-related costs, repositioning charges, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by Net sales. We believe these measures are useful to investors as they provide greater transparency with respect to supplemental information used by management in its financial and operational decision making, as well as understanding ongoing operating trends. The table below reconciles Net income, the most directly comparable U.S. GAAP measure, to the Company’s non-GAAP measure of Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025.
Current wording
Adjusted EBITDA and Adjusted EBITDA margin: The Company defines Adjusted EBITDA as net income excluding income taxes, depreciation, amortization, interest and other financial charges, remeasurement of foreign currencies, stock-based compensation expense, nonoperating pension expense (income), transaction-related costs, repositioning charges, environmental reserves, asset retirement obligations accretion, asset impairment charges, litigation costs and insurance settlements (net of recoveries), gains and losses on disposal of assets, and certain other items that are otherwise of an unusual or non-recurring nature. The Company defines Adjusted EBITDA margin as Adjusted EBITDA divided by Net sales. We believe these measures are useful to investors as they provide greater transparency with respect to supplemental information used by management in its financial and operational decision making, as well as understanding ongoing operating trends. The table below reconciles Net income, the most directly comparable U.S. GAAP measure, to the Company’s non-GAAP measure of Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025.
Previous wording
In connection with the Spin-off, we entered into certain third-party debt arrangements, as described below, and as of October 30, 2025, we no longer participate in Honeywell’s centralized cash management program. Our liquidity after the Spin-off depends on our operating cash flows, available cash balances, access to our credit facilities and our ability to access capital markets. We believe that our existing cash and cash equivalents, combined with our expected operating cash flows and available credit facilities (as discussed below) will be sufficient to meet our anticipated cash needs for at least the next 12 months. We expect to incur additional debt in connection with the Transactions, as described below.
Current wording
In connection with the Spin-off, we entered into certain third-party debt arrangements, as described below, and as of October 30, 2025, we no longer participate in Honeywell’s centralized cash management program. Our liquidity after the Spin-off depends on our operating cash flows, available cash balances, access to our credit facilities and our ability to access capital markets. We believe that our existing cash and cash equivalents, combined with our expected operating cash flows and available credit facilities (as discussed below) will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Previous wording
Financing Relating to the Proposed Acquisition of Element Solutions
Current wording
Financing Relating to the Terminated Acquisition of Element Solutions
Previous wording
In connection with entering into the Merger Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of July 6, 2026, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC (together, the “Commitment Parties”), pursuant to which, among other things, the Commitment Parties agreed to provide a first lien senior secured 364-day bridge term loan credit facility in an aggregate principal amount of up to $4.685 billion (the “Bridge Facility”). The Bridge Facility has been syndicated to a group of lenders consisting of a majority of the Company’s existing lenders under the Revolving Credit Facility. The Commitment Letter also provides for a $1.0 billion backstop senior secured revolving credit facility (the “Backstop Revolving Facility” and together with the Bridge Facility, the “Facilities”), which will only be established in the event that a proposed amendment to the Company’s Credit Agreement to permit the Bridge Facility does not become effective on or prior to the closing of the Transactions. On July 24, 2026, the Company entered into an amendment to the Credit Agreement to allow, among other things, for the provision of $4.685 billion in bridge financing to the Company and certain other transactions in connection with the Merger Agreement. As a result, the Backstop Revolving Facility will not be established.
Current wording
In connection with entering into the Merger Agreement, the Company entered into a commitment letter (the “Commitment Letter”), dated as of July 6, 2026, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC (together, the “Commitment Parties”), pursuant to which, among other things, the Commitment Parties agreed to provide a first lien senior secured 364-day bridge term loan credit facility in an aggregate principal amount of up to $4.685 billion. On August 27, 2026, as a result of the termination of the Merger Agreement, the commitments under the Commitment Letter were terminated in accordance with their terms.
Previous wording
On July 17, 2026, the Company announced that the Board of Directors declared a quarterly dividend of $0.075 per share of common stock outstanding, payable on September 10, 2026, to shareowners of record as of August 27, 2026. The Company currently expects to continue returning cash to shareowners through quarterly dividends, although payment of dividends remains subject to determination and declaration by the Board of Directors and there can be no assurance that the Company will continue to pay any dividends.
Current wording
The Company currently expects to continue returning cash to shareowners through quarterly dividends, although payment of dividends remains subject to determination and declaration by the Board of Directors and there can be no assurance that the Company will continue to pay any dividends.
Previous wording
As of June 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility, the interest rate on the Term Loan Facility was 5.41%, and there were $276 million of unused letters of credit issued under the Sidecar LC Facilities.
Current wording
As of September 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility, the interest rate on the Term Loan Facility was 5.57%, and there were $282 million of unused letters of credit issued under the Sidecar LC Facilities.
Previous wording
Summarized cash flow information for the six months ended June 30, 2026 and 2025 is as follows:
Current wording
Summarized cash flow information for the nine months ended September 30, 2026 and 2025 is as follows:
Previous wording
Net cash provided by operating activities was $461 million for the six months ended June 30, 2026 compared to $310 million in the prior-year period. The increase was due to greater working capital inflow, primarily driven by inventory reduction, primarily in the RAS segment.
Current wording
Net cash provided by operating activities was $693 million for the nine months ended September 30, 2026 compared to $289 million in the prior-year period. The increase was due to greater working capital inflow, primarily driven by inventory destocking and increased payables and accrued liabilities due to timing, as well as higher net income.
Previous wording
Net cash used for investing activities was $215 million for the six months ended June 30, 2026 compared to $118 million in the prior-year period. The increase was driven by higher capital expenditures, primarily from the expansion of manufacturing facilities within our ESM segment, and the impact in the prior year of proceeds from the sale of certain assets.
Current wording
Net cash used for investing activities was $328 million for the nine months ended September 30, 2026 compared to $228 million in the prior-year period. The increase was driven by higher capital expenditures, primarily from the expansion of manufacturing facilities within our ESM segment, and the impact in the prior year of proceeds from the sale of certain assets.
Previous wording
Net cash used for financing activities was $31 million for the six months ended June 30, 2026 compared to $12 million in the prior-year period. The increase was driven by dividend payments to shareowners of $24 million, partially offset by the absence of net transfers to Honeywell in the current period compared to the prior-year period.
Current wording
Net cash used for financing activities was $183 million for the nine months ended September 30, 2026 compared to $328 million in the prior-year period. The decrease was driven by the absence of net transfers to Honeywell in the current period compared to the prior-year period, partially offset by share repurchases of $100 million, dividend payments to shareowners of $36 million, and payment of $34 million of fees associated with the bridge loan facility and backstop revolving credit facility, which was terminated in connection with the terminated merger.
Previous wording
As of June 30, 2026 and December 31, 2025, our cash and cash equivalents totaled $750 million and $534 million, respectively. We believe that we have sufficient liquidity based on our current cash position, expected operating cash flows and availability under our Credit Facilities to meet our expected payments related to our cash requirements for at least the next 12 months.
Current wording
As of September 30, 2026 and December 31, 2025, our cash and cash equivalents totaled $714 million and $534 million, respectively. We believe that we have sufficient liquidity based on our current cash position, expected operating cash flows and availability under our Credit Facilities to meet our expected payments related to our cash requirements for at least the next 12 months.
Previous wording
Cash and cash equivalents held by Solstice Advanced Materials’ foreign subsidiaries were $485 million and $363 million as of June 30, 2026 and December 31, 2025, respectively.
Current wording
Cash and cash equivalents held by Solstice Advanced Materials’ foreign subsidiaries were $434 million and $363 million as of September 30, 2026 and December 31, 2025, respectively.
Previous wording
Our capital expenditures primarily consist of continuing investments to maintain the safety and reliability of our existing operations, additional investments in new and existing facilities to support new production introduction and capacity expansion to grow our business. For the six months ended June 30, 2026 and 2025, our capital expenditures incurred were $186 million and $138 million, respectively. The increase was primarily driven by projects to support new products and solutions for our electronic materials and advanced fiber offerings. For the year ending December 31, 2026, we expect that our capital expenditures will be between $420 million and $440 million.
Current wording
Our capital expenditures primarily consist of continuing investments to maintain the safety and reliability of our existing operations, additional investments in new and existing facilities to support both new product introductions and capacity expansion to grow our business. For the nine months ended September 30, 2026 and 2025, our capital expenditures paid were $325 million and $248 million, respectively. The increase was primarily driven by projects to support additional production capacity, as well as new products and solutions, for our electronic materials and safety and defense offerings. For the year ending December 31, 2026, we expect that our capital expenditures will be between $420 million and $440 million.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
On July 17, 2026, the Company announced that the Board of Directors declared a quarterly dividend of $0.075 per share of common stock outstanding, payable on September 10, 2026, to shareowners of record as of August 27, 2026.
Current report — wording carried from elsewhere
On November 3, 2026, the Company announced that the Board of Directors declared a quarterly dividend of $0.075 per share of common stock outstanding, payable on December 10, 2026, to shareowners of record as of November 25, 2026.