ESI

• On August 27, 2026, Element Solutions Inc, Solstice Advanced Materials Inc., and the merger subsidiaries entered into a Termination Agreement to mutually terminate the July 6, 2026 Merger Agreement.
• The Termination Agreement includes mutual releases of claims related to the contemplated merger transaction, subject to customary exceptions.
• Element Solutions' Chairman stated the boards concluded both companies would serve shareholders better as standalone companies, citing shareholder feedback.
• Element Solutions' CEO said the company will continue its strategy focused on operational excellence, capital allocation, and team development.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net sales for Q2 2026 were $978 million, up 56% reported and 15% organic from Q2 2025.
• Adjusted EBITDA was $184 million, up 35% reported and 33% constant currency; margin rose to 27.8%.
• GAAP diluted EPS was $0.32; adjusted EPS was $0.47, up from $0.20 and $0.37 respectively.
• Full-year 2026 adjusted EBITDA guidance raised to $690-$710 million; Q3 2026 adjusted EBITDA expected ~$180 million.

2.02 Results of Operations and Financial Condition

• Solstice Advanced Materials Inc. issued an investor update presentation on July 20, 2026 regarding its proposed acquisition of Element Solutions Inc.
• The acquisition will involve Solstice issuing shares of its common stock, and a Form S-4 registration statement with a joint proxy statement/prospectus will be filed with the SEC.
• The filing includes forward-looking statements about expected synergies, Adjusted EBITDA, net debt, and other financial metrics, but actual results may differ materially.
• The combined financial information is based on management estimates and includes non-GAAP measures such as combined Adjusted EBITDA and combined Adjusted EBITDA margin.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The transaction is valued at approximately $14.5 billion, including assumption of net debt.
• Combined company would have 2025 net sales of about $6.8 billion and a 26% adjusted EBITDA margin including run-rate synergies.
• The deal is expected to be accretive to sales growth and adjusted EPS in year one.
• A joint press release and investor presentation were furnished as exhibits to the 8-K.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Each Element Solutions share will be converted into 0.500 shares of Solstice common stock plus $10.00 in cash.
• The transaction is structured as two mergers intended to qualify as a tax-free reorganization under Section 368(a).
• Closing is subject to stockholder approvals, SEC Form S-4 effectiveness, Nasdaq listing, and HSR/regulatory clearances.
• Termination fees: $376 million payable by Element Solutions and $385 million payable by Solstice under certain circumstances.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• All eight director nominees were elected, with votes ranging from 182,207,981 (Michael F. Goss) to 229,849,940 (Elyse Filon) in favor.
• The say-on-pay advisory resolution to approve named executive officer compensation was not approved, with 94,453,991 for, 133,467,914 against, and 2,139,708 abstentions.
• The ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 was approved with 232,667,940 votes for, 722,764 against, and 154,046 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to stockholders at the annual meeting.

5.07 Submission of Matters to a Vote of Security Holders

• Reported net income was $56 million, down 43% from $98 million in Q1 2025, with net income margin of 6.7%.
• Adjusted EBITDA was $162 million, up 26% reported and 21% constant currency, with margin up 170 bps to 27.8%.
• GAAP diluted EPS was $0.23, down from $0.40; adjusted EPS was $0.41, up from $0.34.
• Full-year 2026 adjusted EBITDA guidance raised to $665-$685 million; Q2 2026 adjusted EBITDA expected between $155-$170 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Board reduced its size from eight to seven directors, effective May 4, 2026.
• Ian G.H. Ashken, a founding director since 2013 and Chair of the Nominating and Policies Committee, was appointed Non-Executive Chairman, effective at the 2026 annual meeting.
• No disagreement existed between Sir Martin and the Company regarding operations, policies, or practices.
• A press release dated March 23, 2026, was issued and filed as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events