AddedRisk Factors
•Solventum has and will continue to incur costs in connection with the separation from 3M and the related transition agreements entered into with 3M.
SOLVSolventum
- Employees
- 10,000
- Headquarters
- Eagan, MN
- CEO
- Bryan C. Hanson
- Next results
- around Feb 25, 2027
10-K 0001964738-26-000007 (2026-02-27) vs 10-K 0001964738-25-000019 (2025-02-28)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 17,693 | 16.8% |
| MD&A | Item 7 | 5,812 | 34.7% |
| Legal Proceedings | Item 3, via Note 12 – Commitments and Contingencies | 1,911 | 27.5% |
| Accounting Policies | Item 8, Note 1 – Significant Accounting Policies | 4,394 | 13.9% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 246 words changed in this paragraph; it is 66% similar to last year's version.
•Data Privacy, Emerging Technology and Cybersecurity Laws - Because Solventum is a business with a significant global footprint, compliance with evolving regulations and standards in data privacy, emerging technologies, and cybersecurity may result in increased costs, compliance challenges and the threat of increased regulatory enforcement activity. Solventum’s business relies on the secure electronic transmission, storage and hosting of sensitive information, including personal information, protected health information, financial information, intellectual property and other sensitive information related to our customers and workforce. Solventum is required to comply with increasingly complex and changing legal and regulatory requirements that govern the collection, use, storage, security, transfer, disclosure and other processing of personal data data, including for the development and use of AI, in the U.S. and in other countries, including, countries. Examples of those laws include, but are not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), 1996, as amended, amended by the Health Information Technology for Economic and Clinical Health Act of 2009, 2009 (collectively, HIPAA), various U.S. state consumer privacy laws that have become effective recently, the California Consumer Privacy Act (“CCPA”) and other similar state laws in the U.S., the European Union’s Global EU General Data Protection Regulation (“GDPR”), (Regulation (EU) 2016/679 (GDPR) and the U.K.’s Data Protection Act 2018 and General Data Protection Regulation, United Kingdom's version of the same, the Lei Gerai de Proteção de Dados Pessoias (Brazil LGPD), China’s Personal Information Protection Law, Law (PIPL), PRC Cybersecurity Law and Personal Data Cross Border Transfer Rule, the European Union's Artificial Intelligence Act and various other country-specific requirements at the state and federal level around the world. In addition, privacy laws and regulations are becoming stricter and may potentially impose additional requirements on Solventum’s business, and certain jurisdictions have implemented data localization laws which can be costly and operationally difficult to satisfy. Similarly, the legal and regulatory landscape surrounding AI is rapidly evolving and uncertain and includes an increasingly large amount of complex, stringent, and inconsistent global regulations, including with regard to certification requirements in many of the countries in which Solventum's customers are located. Solventum cannot be sure how these laws and regulations will be interpreted, enforced enforced, or applied to its operations. operations, products and services. In addition to the risks associated with enforcement activities and potential contractual liabilities, Solventum’s ongoing efforts to comply with evolving laws and regulations may be costly and require ongoing modifications or limitations to its products, services, policies, procedures and systems. If Solventum or third parties are unable to effectively manage the use of AI or other emerging technologies by employees and third party providers, Solventum or third parties may fail to adequately safeguard confidential personal data, or if such information or data are wrongfully used by Solventum or third parties or disclosed to unauthorized persons or entities, such an event could result in a material adverse effect on its business, results of operations, financial condition and cash flows.
Source: Item 1A, 10-K 0001964738-26-000007 vs Item 1A, 10-K 0001964738-25-000019
Legal Proceedings 124 words changed in this paragraph; it is 68% similar to last year's version.
Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, the Company may ultimately incur charges substantially in excess of presently recorded liabilities, including with respect to matters for which no accruals are currently recorded because losses are not currently probable and reasonably estimable. Many of the matters described herein are at varying stages, seek an indeterminate amount of damages or seek damages in amounts that the Company believes are not indicative of the ultimate losses that may be incurred. It is not uncommon for claims to be resolved over many years. As a matter progresses, the Company may receive information, through plaintiff demands, through discovery, in the form of reports of purported experts, or in the context of settlement or mediation discussions that purport to quantify an amount of alleged damages, but with which the Company may not agree. Such information may or may not lead the Company to determine that it is able to make a reasonable estimate as to a probable loss or range of loss in connection with a matter. However, even when a loss or range of loss is not probable and reasonably estimable, developments in, or the ultimate resolution of, a matter could be material to the Company and could have a material adverse effect on the Company, its consolidated financial position, results of operations and cash flows. In addition, future adverse rulings or developments, or settlements in, one or more matters could result in future changes to determinations of probable and reasonably estimable losses in other matters.
Source: Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001964738-26-000007 vs Item 3, via Note 11 – Commitments and Contingencies, 10-K 0001964738-25-000019
MD&A 110 words changed in this paragraph; it is 49% similar to last year's version.
Year ended December 31, (Dollars in millions) (Millions) 2025 2024 2025 vs 2024 change Segment Operating Income MedSurg $ 810 $ 887 (8.6)% Dental Solutions 346 350 (1.1) Health Information Systems 496 431 15.0 Purification and Filtration 96 74 29.7 All Other 42 30 40.0 Corporate and Unallocated 390 (736) 153.0 Total Company $ 2,181 $ 1,036 110.5% Year ended December 31, (Millions) 2024 2023 2024 vs 2023 change Segment Operating Income MedSurg $ 887 $ 1,107 (19.9)% Dental Solutions 350 442 (20.8) Health Information Systems 431 423 1.9 Purification and Filtration 94 162 (42.0) 74 111 (33.3) All Other 30 51 (41.2) Corporate and Unallocated (726) (736) (442) 64.3 66.5 Total Company $ 1,036 $ 1,692 (38.8)% Year ended December 31, (Dollars in millions) 2023 2022 2023 vs 2022 change Segment Operating Income MedSurg $ 1,107 $ 1,061 4.3% Dental Solutions 442 437 1.1 Health Information Systems 423 359 17.8 Purification and Filtration 162 177 (8.5) Corporate and Unallocated (442) (341) 29.6 Total Company $ 1,692 $ 1,693 (0.1)%
Source: Item 7, 10-K 0001964738-26-000007 vs Item 7, 10-K 0001964738-25-000019
Accounting Policies 88 words changed in this paragraph; it is 72% similar to last year's version.
Income taxes: Prior to the Spin-Off, the Company was included in the consolidated U.S. federal, state, and foreign income tax returns of 3M, where applicable, through April 1, 2024. The Company's income tax provision for the periods 2022, 2023 and the first quarter of 2024 was prepared using the separate return method. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, transactions included in the consolidated financial statements of 3M may not be included in the Company's consolidated financial statements. Similarly, the tax treatment of certain items reflected in the Company's consolidated financial statements may not be reflected in the consolidated financial statements and tax returns of 3M. Therefore, items such as net operating losses, credit carryforwards, and valuation allowances may exist in the Company's standalone financial statements that may or may not exist in 3M’s consolidated financial statements. After the Spin-Off, the Company has filed tax returns on its own behalf, and its income tax provision was prepared on a standalone basis. As a result, its deferred taxes and effective tax rate for 2025 may differ from those in the historical periods prior to Spin-Off.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0001964738-26-000007 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0001964738-25-000019
Every change, by type
Sentences and paragraphs of SOLV's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-02-28. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
services may also be more expensive than the amounts reflected in its historical consolidated financial statements or less efficient than the systems and services 3M is expected to provide during the transition period to Solventum.
AddedRisk Factors
The deployment and use of artificial intelligence ("AI"), machine learning, or other emerging technologies in Solventum’s products and services, including as part of its research and development efforts, or its failure to adapt its products or services to industry trends and developments related to such technologies in a timely manner, or at all, could adversely affect Solventum’s business, financial condition, results of operations and cash flows.
AddedRisk Factors
Solventum has begun to deploy AI in its products and services, including as part of its research and development efforts, and Solventum expects to continue to explore additional uses as AI continues to develop. In addition, Solventum intends to devote significant resources to develop and deploy cloud, edge and software solutions in its healthcare solutions. For example, Solventum has incorporated AI into certain products in the Health Information Systems business segment and certain of its digital offerings and expects to continue to build AI into additional products. Any disruption or failure in the AI, machine learning, or other emerging technologies Solventum deploys or uses in its products and services, including as part of its research and development efforts, could adversely impact Solventum’s business, including as a result of flawed AI algorithms, insufficient or biased datasets, malfunctions or manipulations, unintentional release of confidential information, or product or service delays or recalls. In addition, any failure to successfully deploy or use such technologies in Solventum’s products and services, or to adapt to medical technology industry trends and developments related to such technologies in a timely manner (or at all), particularly as competitors incorporate such technologies into new and existing products and services, could adversely affect customer demand for Solventum’s products and its competitiveness. The deployment of AI, machine learning or other emerging technologies into Solventum’s products and services will require additional investment and increase its costs. Furthermore, the rapid advancement of technology, including AI, creates additional risks as Solventum includes such technology into its products and services, including from confidentiality, privacy, data protection, cybersecurity and compliance perspectives, and raises intellectual property issues and operational, technological and other concerns. Any of the above factors could adversely affect Solventum’s business, financial condition, results of operations and cash flows.
AddedRisk Factors
Our reputation and our brands could in the future be damaged by negative publicity, whether or not valid. Negative publicity could relate to our company, our brands, our products, our supply chain, our ingredients, our packaging, our sustainability and social impact practices, our employees or any other aspect of our business. Our reputation or our brands could
AddedRisk Factors
Solventum may not be able to effectively integrate acquired businesses into its operations or achieve expected cost savings or profitability from its acquisitions.
AddedRisk Factors
•unforeseen difficulties in integrating personnel and sales forces, operations, manufacturing, logistics, research and development, information technology, compliance, vendor management, communications, purchasing, accounting, marketing, administration and other systems and processes;
AddedRisk Factors
•unforeseen difficulties related to entering markets for which or geographic regions where Solventum does not have prior experience;
AddedRisk Factors
•unforeseen risks and liabilities associated with businesses acquired, including any unknown vulnerabilities in acquired technology, compromises of acquired data or noncompliance with data privacy requirements; and/or
AddedRisk Factors
•inability to generate sufficient revenue or realize sufficient cost savings to offset acquisition or investment costs.
AddedRisk Factors
As a result, if Solventum fails to evaluate and execute acquisitions properly, Solventum might not achieve the anticipated benefits of such acquisitions, and Solventum may incur costs in excess of what it anticipates. These risks would likely be greater in the case of larger acquisitions.
AddedRisk Factors
Solventum’s restructuring program may not be successful or Solventum may not fully realize the expected cost savings and/or operating efficiencies from its restructuring initiatives.
RemovedRisk Factors
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RewordedRisk Factors
RewordedRisk Factors
Depending on the availability and feasibility of such third-party components and products not containing PFAS (including the ability to obtain any required regulatory approvals), Solventum expects there will be some circumstances in which the use of PFAS-containing materials manufactured by third parties and used in certain applications in Solventum’s product portfolio, such as o-rings, gaskets and seals, membranes, molded plastic parts, release liners, circuit boards, certain electronics and lithium ion batteries and printed circuit boards widely used in commerce across the industries in which Solventum operates, will continue beyond 2025, in which case the 3M indemnification described above would not be available with respect to sales of products containing such materials after 2025. portfolio.
RewordedRisk Factors
(2) Solventum may continue to be required to pay costs that could be substantial and material to its financial resources, including costs associated with separating its operations from 3M and for related transition services, as well as increased accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management and personnel new to Solventum, tax costs and other costs; and (3) operational challenges as a standalone company, including those related to customer service, pace of change and productivity improvements, could result in additional expenses or reductions in productivity.
RewordedRisk Factors
Solventum has also taken actions to meet this goal while owned by 3M, and, except as described below, Solventum intends to continue to work toward this goal. minimize the use of PFAS in products wherever feasible. 3M ceased supplying Solventum with PFAS-related products or components at the end of 2025.
RewordedRisk Factors
As 3M is the owner of such intellectual property, Solventum will need to engage with 3M will have discretion to enforce regarding the enforcement of such intellectual property rights, including whether or not to prosecute any infringement of the intellectual property. rights.
RewordedRisk Factors
The ability to bring new products and services to market is subject to difficulties or delays in development, such as the inability to identify viable new products and services, obtain adequate intellectual property protection, regulatory approvals and reimbursement in the U.S. and abroad and successfully complete clinical trials or gain market acceptance of new products and services.
RewordedRisk Factors
If Solventum or third parties are unable to effectively manage the use of AI or other emerging technologies by employees and third party providers, Solventum or third parties may fail to adequately safeguard confidential personal data, or if such information or data are wrongfully used by Solventum or third parties or disclosed to unauthorized persons or entities, such an event could result in a material adverse effect on its business, results of operations, financial condition and cash flows.
RewordedRisk Factors
Solventum’s business also depends on having sufficient production capacity to meet the demand for Solventum’s products and to support Solventum’s future growth. [Solventum is conducting capital expansion efforts to increase its manufacturing capacity in certain areas of its operations.][9] These efforts may not be successful.
RewordedRisk Factors
Although Solventum maintains general liability insurance to mitigate monetary exposure, the amount of liability that may result from certain of these risks may not always be covered by, or could exceed, the applicable insurance coverage.
RewordedRisk Factors
As a result of such transactions and the subsequent repayment of debt with proceeds from the divestiture of the Purification and Filtration business, as of December 31, 2024, 2025, Solventum had approximately $8.0 $5 billion of outstanding indebtedness.
RewordedRisk Factors
The IRS Ruling is and any Tax Opinion were based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of
RewordedRisk Factors
Solventum is exposed to changes in interest rates, including through variable rate debt and due to the fact that increases in interest rates may adversely affect the financial condition of Solventum’s counterparties in a manner that may affect their ability to transact with Solventum or their demand for Solventum’s products and services.
AddedMD&A
Solventum manages its operations in three reportable business segments: MedSurg, Dental Solutions, and Health Information Systems. On February 25, 2025, the Company entered into a Transaction Agreement to sell its Purification and Filtration business to Thermo Fisher Scientific Inc. ("Buyer"). On June 25, 2025, the Company and Buyer entered into an Amended and Restated Transaction Agreement to exclude the Company’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"). 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 billion. Refer to Note 3, "Acquisitions and Divestitures" for additional information.
AddedMD&A
An aging population, the prevalence and incidence rates of chronic conditions, and a rising middle class are driving the demand for improved access to quality care.
AddedMD&A
Of the $5.3 trillion in annual U.S. healthcare spending, an estimated 25% represents administrative costs that do not contribute to health outcomes and which we believe to be potentially wasteful based on overall spending data reported by the Centers for Medicare & Medicaid Services in the NHE Fact Sheet (available on CMS.gov as of January 14, 2026) and administrative spending estimates published in JAMA (Shrank et. al., Waste in the US Health Care System: Estimated Costs and Potential for Savings, published October 7, 2019). As healthcare providers and payers face increasing reimbursement constraints and evolving payment models, the need to reduce avoidable administrative costs has become more acute. Our solutions are designed to optimize workflows, enabling clinicians to be more productive by spending less time on administrative tasks and more time focused on improving the patient care experience. Our solutions also support reducing infections and complications that lead to an increase in avoidable administrative and clinical costs.
AddedMD&A
Both clinicians and patients have shifted their preferences towards utilizing digitally enabled solutions to provide data-driven care. Whether it is interactions with patients through a digital interface or the use of data, analytics, and artificial intelligence (AI) to support informed health decisions, the need for digital tools in the healthcare industry has grown over time. Our solutions integrate digital processes, AI-enabled capabilities and data in multiple ways and across different parts of the healthcare industry and are intended to enable efficient and effective delivery of care.
AddedMD&A
Although hospitals continue to be a core site for delivery of care, patients are increasingly looking for flexibility of care when and where they need it. Alternative care sites, such as ambulatory surgery centers, wound care clinics, retail pharmacies, and the home, are more affordable and accessible to patients. We believe our solutions enable clinicians to extend their care delivery from acute to ambulatory to home settings without compromising the quality of care and while reducing the total cost of care.
AddedMD&A
Engaging patients in a personalized way allows clinicians to provide a better care experience while improving outcomes and reducing costs. This spans several areas of healthcare, including customized orthodontic aligner treatments, and follow-up wound care at home. We believe our solutions deliver personalized care options in a way that is patient-centric, scalable, and cost-effective.
AddedMD&A
Our ability to take advantage of these market opportunities will be subject to various risks, including general economic, business and market dynamic risks, the impact of our separation from 3M; and the cost to service the debt we incurred in connection with the separation. See Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K, for a discussion of these risks, which you should consider carefully.
AddedMD&A
Costs of product includes manufacturing, engineering and logistics costs. The Company operates a global supply chain and sourcing organization, including product sourced under master supply and transition manufacturing agreements with 3M. As a result, the Company is impacted by changes in the global regulatory and economic environment, including tariffs. The evolving regulatory and economic environment may impact our cost or ability to source products. To the extent possible the Company takes actions to offset these costs or identify alternative sources of supply.
AddedMD&A
The gain on sale of business primarily relates to the Company's completed sale of the Purification and Filtration business in the third quarter of 2025, which resulted in a net gain of $1.5 billion for 2025.
AddedMD&A
Interest Expense, Net, Loss on Debt Extinguishment, Net, and Other Expense (Income), Net
AddedMD&A
Loss on debt extinguishment, net includes charges incurred in the third quarter of 2025 from the differential between carrying value and the amount paid to acquire the tendered Senior Notes and related expenses. Refer to Note 9 to the consolidated financial statements for additional information. These charges were partially offset by the gain from interest rate swaps entered into and subsequently settled in connection with the sale of the Purification and Filtration business. Refer to Note 11 to the consolidated financial statements for additional information.
AddedMD&A
The change in the effective tax rate in 2025 when compared to 2024 was primarily driven by impacts associated with the sale of the Purification and Filtration business. Refer to Note 8 to the consolidated financial statements for additional detail on the Company's effective tax rate.
RemovedMD&A
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RewordedMD&A
The increase was driven by increased costs due to the impact of higher costs on new tariffs of approximately $55 million, the full year impact from inventory sourced under the master supply and transition manufacturing agreements with 3M 3M, and due to the higher logistics costs, partially offset by benefits from cost of other transition support provided by 3M. savings programs.
RewordedMD&A
RewordedMD&A
Business segment operating income margin decreased primarily increased due to volume growth, favorable sales mix and a benefit resulting from the negative impact from Company stopping depreciation on assets classified as held for sale, partially offset by higher costs to stand-up and operate our standalone structure after Spin-Off.
RewordedMD&A
R&D, measured as a percent of total net sales, decreased slightly in 2023 2025 when compared to 2022 as the Company prioritized investment initiatives. 2024 primarily due to reimbursement of a portion of our technical development costs from 3M related to our supply chain separation.
RewordedMD&A
Divestiture impacts include lost sales from the Company’s dental anesthetics Purification and Filtration business that was sold in August 2023 as well as lost sales from September 2025, certain health care businesses retained by 3M India in connection with the Spin-Off. Spin-Off, as well as impacts from other immaterial divested businesses.
RewordedMD&A
Year ended December 31, (Dollars in millions) (Millions) 2025 2024 2023 2022 Interest expense, net $367 $ 347 $ 367 $ Loss on debt extinguishment, net 82 — $ — Other expense (income), net $64 $ 39 64 25 $ 1
RewordedMD&A
Sales are generally reported within the geographic area that originated based on the invoice to location of the Company's customer. customer taking possession of the products or in which services are rendered.
RewordedMD&A
RewordedMD&A
RewordedMD&A
Employment decreased in 2025 when compared to 2024 and decreased slightly in 2024 when compared to 2023 and increased in 2023 when compared to 2022. 2023.
RewordedMD&A
RewordedMD&A
The increase is primarily driven by additional company continues to focus capital spending on separation related capital spending activities as the Company relocates manufacturing and source of supply from 3M.
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