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.
OVERVIEW
Business Overview
Solstice is a global, differentiated advanced materials company and a leading global provider of refrigerants, blowing agents, conversion services for the nuclear energy sector, semiconductor materials, protective fibers and healthcare packaging. We operate through two segments, reported as Refrigerants & Applied Solutions (“RAS”) and Electronic & Specialty Materials (“ESM”). Our business is recognized as an industry innovator as well as a technology and quality leader, supported by some of the industry’s most well-known brands.
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.
Our ESM segment is a leading provider of electronic materials, high-strength fibers and laboratory life science chemicals. ESM primarily serves the semiconductor, defense, pharmaceutical and construction end markets. ESM products include, among others, sputtering targets, lightweight high-strength fibers and high-purity life science solutions. Our products are distributed and sold through well-known brands like Spectra, Fluka, and Hydranal.
The Company serves over 3,000 customers across a wide range of end markets in approximately 120 countries and territories. Our global presence included 20 manufacturing sites and four standalone research and development (“R&D”) sites as of June 30, 2026.
Proposed Acquisition of Element Solutions Inc
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”.
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.
See Note 16 – Subsequent Events for additional information regarding the Transactions.
27
Organization Information
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 Materials common shares to Honeywell’s shareowners of record as of the close of business on October 17, 2025 (the “Record Date”), at which time each holder of Honeywell's common shares received one Solstice Advanced Materials common share for every four Honeywell common shares held as of the close of business on the Record Date, resulting in the Distribution of 158,727,456 of the Company’s common shares to Honeywell shareowners. Upon completion of the Distribution, on October 30, 2025, the Company commenced “regular way” trading as an independent public company under the ticker symbol “SOLS” on The Nasdaq Stock Market (“Nasdaq”). Following the Distribution, Honeywell does not beneficially own any Solstice Advanced Materials common shares.
Relationship with Honeywell
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
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.
Following the Spin-off date, the Company’s financial statements have been prepared on a consolidated financial basis and include the accounts of the Company and those of its subsidiaries and any variable interest entities for which the Company is the primary beneficiary. All significant transactions between Solstice entities were eliminated and any transactions with Honeywell or its subsidiaries are now recorded as third-party transactions.
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.
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.
For additional information regarding our agreements with Honeywell, see Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Relationship with Honeywell” included within our 2025 Annual Report on Form 10-K.
28
Macroeconomic Conditions
The global macroeconomic environment during the period remained volatile, driven by elevated geopolitical tensions, including ongoing conflicts in Ukraine and the Middle East, as well as heightened trade and diplomatic frictions among major economies. These conditions contributed to uncertainty in global markets, foreign currency volatility, and fluctuations in energy and commodity prices. Geopolitical tension and evolving trade and tariff policies continued to disrupt global supply chains, resulting in higher input costs and periodic supply constraints. We continue to monitor macroeconomic and geopolitical developments including heightened trade tensions, economic and trade policy uncertainty, and inflationary risks.
Mitigation strategies remain crucial to meet customer demand in this evolving environment. Our mitigation strategies include supply chain simplification, continued alignment to local supply sources, pricing actions and dual source strategies, long-term strategies for constrained materials, direct engagement with key suppliers, and new supplier development. Strong relationships with strategic primary and secondary suppliers allow us to collaborate to reliably source key components and raw materials, develop new products, commit our resources to assist certain suppliers, and at times, alter designs of existing products. We believe these mitigation strategies enable us to reduce supply risk, foster new product innovation, and expand our market presence. Additionally, due to the stringent quality controls and product qualification we perform on any new or altered product, these mitigation strategies have not impacted, and we do not expect them to impact, product quality or reliability.
To date, our strategies have helped minimize our exposure to these conditions. However, if we are not successful in sustaining or executing mitigation strategies, these macroeconomic conditions could have a material adverse effect on our results of operations, cash flows or financial condition.
29
RESULTS OF OPERATIONS
Income Statement
For the three months ended June 30, 2026 compared with the three months ended June 30, 2025
For The Three Months Ended June 30, Percentage of Net Sales For The Three Months Ended June 30, Percentage Change
(dollars in millions) 2026 2025 2026 2025 2026 vs. 2025
Net sales $ 1,148 $ 1,033 100 % 100 % 11 %
Cost, expenses and other
Total cost of products and services sold 778 671 68 % 65 % 16 %
Gross profit 370 361 32 % 35 % 2 %
Research and development expenses 25 23 2 % 2 % 11 %
Selling, general and administrative expenses 123 105 11 % 10 % 17 %
Transaction-related costs 25 30 2 % 3 % (18) %
Other expense (income) (2) 2 — % — % (222) %
Interest and other financial charges 23 2 2 % — % NM
Total costs, expenses and other 972 833 85 % 81 % 17 %
Income before taxes 176 199 15 % 19 % (12) %
Income tax expense 42 101 4 % 10 % (59) %
Effective tax rate 23.7 % 50.5 % NM NM (27) %
Net income 134 99 12 % 10 % 36 %
Less: Net income attributable to noncontrolling interest 15 2 1 % — % 697 %
Net income attributable to Solstice Advanced Materials $ 119 $ 97 10 % 9 % 23 %
______________
NM - not meaningful
Net Sales
The following table sets forth the factors contributing to year-over-year changes in our net sales for the three months ended June 30, 2026.
For The Three Months Ended June 30,
Change in net sales from prior period 2026 vs. 2025
Volume 7.0 %
Price 3.6 %
Foreign currency translation 0.6 %
Total % change in net sales 11.2 %
A discussion of Net sales by reportable segment can be found under the “Segment Results” section within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
30
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.
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.
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.
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.
For the six months ended June 30, 2026 compared with the six months ended June 30, 2025
For The Six Months Ended June 30, Percentage of Net Sales For The Six Months Ended June 30, Percentage Change
(dollars in millions) 2026 2025 2026 2025 2026 vs. 2025
Net sales $ 2,139 $ 1,930 100 % 100 % 11 %
Cost, expenses and other
Total cost of products and services sold 1,453 1,248 68 % 65 % 16 %
Gross profit 687 682 32 % 35 % 1 %
Research and development expenses 53 45 2 % 2 % 18 %
Selling, general and administrative expenses 230 198 11 % 10 % 16 %
Transaction-related costs 47 58 2 % 3 % (18) %
Other expense (income) (9) (9) — % — % 1 %
Interest and other financial charges 53 3 2 % — % NM
Total costs, expenses and other 1,827 1,543 85 % 80 % 18 %
Income before taxes 312 387 15 % 20 % (19) %
Income tax expense 73 148 3 % 8 % (51) %
Effective tax rate 23.5 % 38.2 % NM NM (15) %
Net income 239 239 11 % 12 % — %
Less: Net income attributable to noncontrolling interest 35 8 2 % — % 340 %
Net income attributable to Solstice Advanced Materials $ 204 $ 231 10 % 12 % (12) %
______________
NM - not meaningful
31
Net Sales
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.
For The Six Months Ended June 30,
Change in net sales from prior period 2026 vs. 2025
Volume 6.2 %
Price 3.0 %
Foreign currency translation 1.6 %
Total % change in net sales 10.8 %
A discussion of Net sales by reportable segment can be found under the “Segment Results” section within this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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.
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.
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.
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.
SEGMENT RESULTS
We manage and report our operating results through two reportable segments: Refrigerants & Applied Solutions (RAS) and Electronic & Specialty Materials (ESM). The remainder of our operations are presented in Corporate and All Other, which is not a reportable business segment.
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.
32
Refrigerants & Applied Solutions
Net Sales
The following sets forth the net sales for our RAS segment for the three months ended June 30, 2026 and 2025.
33
The following sets forth the net sales for our RAS segment for the six months ended June 30, 2026 and 2025.
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.
For The Three Months Ended June 30, For The Six Months Ended June 30,
(Dollars in millions) 2026 2025 2026 2025
Net sales $ 850 $ 756 $ 1,561 $ 1,392
Segment Adjusted EBITDA 280 298 522 548
Segment Adjusted EBITDA margin 32.9 % 39.4 % 33.5 % 39.4 %
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.
For The Three Months Ended June 30, For The Six Months Ended June 30,
2026 vs. 2025 2026 vs. 2025
Total % change in net sales 12.5 % 12.1 %
Foreign currency translation (0.7) % (1.5) %
Acquisitions, divestitures and other, net — % — %
Organic sales percentage(1) 11.8 % 10.6 %
______________
(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for definition of Organic sales percentage.
34
For the three months ended June 30, 2026 compared with the three months ended June 30, 2025
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.
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.
For the six months ended June 30, 2026 compared with the six months ended June 30, 2025
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.
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.
Electronic & Specialty Materials
Net Sales
The following sets forth the net sales for our ESM segment for the three months ended June 30, 2026 and 2025.
35
The following sets forth the net sales for our ESM segment for the six months ended June 30, 2026 and 2025.
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.
For The Three Months Ended June 30, For The Six Months Ended June 30,
(Dollars in millions) 2026 2025 2026 2025
Net sales $ 298 $ 277 $ 579 $ 538
Segment Adjusted EBITDA 64 52 123 105
Segment Adjusted EBITDA margin 21.6 % 18.8 % 21.2 % 19.5 %
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.
For The Three Months Ended June 30, For The Six Months Ended June 30,
2026 vs. 2025 2026 vs. 2025
Total % change in net sales 7.7 % 7.6 %
Foreign currency translation (0.4) % (1.7) %
Acquisitions, divestitures and other, net — % — %
Organic sales percentage(1) 7.3 % 5.9 %
_____________
(1) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for definition of Organic sales percentage.
36
For the three months ended June 30, 2026 compared with the three months ended June 30, 2025
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.
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.
For the six months ended June 30, 2026 compared with the six months ended June 30, 2025
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.
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.
Corporate and All Other
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.
NON-GAAP FINANCIAL MEASURES
We use non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S. GAAP. These include (1) Organic sales percentage, (2) Adjusted EBITDA and (3) Adjusted EBITDA margin.
Below are definitions and reconciliations of certain non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. Management believes that, when considered together with reported amounts, these measures are useful to investors and management in understanding our ongoing operations and in the analysis of ongoing operating trends. Management believes these non-GAAP financial measures provide investors with a meaningful measure of its performance period to period, align the measures to how management evaluates performance internally, and make it easier for investors to compare our performance to peers. These measures should be considered in addition to, and not as replacements for, the most directly comparable U.S. GAAP measure. The non-GAAP financial measures we use are as follows:
Organic sales percentage: The Company defines organic sales percentage as the year-over-year change in reported sales relative to the comparable period, excluding the impact on sales from foreign currency translation and acquisitions, net of divestitures, for the first 12 months following the transaction date. We believe this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.
For The Three Months Ended June 30, For The Six Months Ended June 30,
2026 vs. 2025 2026 vs. 2025
Total % change in net sales 11.2 % 10.8 %
Foreign currency translation (0.6) % (1.6) %
Acquisitions, divestitures and other, net — % — %
Organic sales percentage 10.6 % 9.2 %
37
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.
For The Three Months Ended June 30,
2026 2025
(Dollars in millions) Amount Percentage of Net Sales Amount Percentage of Net Sales
Net income attributable to Solstice Advanced Materials (GAAP) $ 119 10 % $ 97 9 %
Net income attributable to noncontrolling interest 15 1 % 2 — %
Net income (GAAP) $ 134 12 % $ 99 10 %
Depreciation 54 5 % 55 5 %
Amortization 3 — % 4 — %
Interest and other financial charges 23 2 % 2 — %
Other adjustments(1) 2 — % 7 1 %
Stock-based compensation expense 6 1 % 6 1 %
Transaction-related costs 25 2 % 30 3 %
Income tax expense 42 4 % 101 10 %
Adjusted EBITDA (Non-GAAP) $ 290 25 % $ 304 29 %
Net sales $ 1,148 $ 1,033
Adjusted EBITDA margin (Non-GAAP) 25.3 % 29.5 %
__________________
1.Other adjustments primarily consisted of gains and losses from disposal of long-lived assets, remeasurement of foreign currencies, environmental reserves, asset retirement obligations, nonoperating pension expense (income), and certain legal costs, net of recoveries.
38
For The Six Months Ended June 30,
2026 2025
(Dollars in millions) Amount Percentage of Net Sales Amount Percentage of Net Sales
Net income attributable to Solstice Advanced Materials (GAAP) $ 204 10 % $ 231 12 %
Net income attributable to noncontrolling interest 35 2 % 8 — %
Net income (GAAP) $ 239 11 % $ 239 12 %
Depreciation 107 5 % 105 5 %
Amortization 10 — % 11 1 %
Interest and other financial charges 53 2 % 3 — %
Other adjustments(1) — — % (1) — %
Stock-based compensation expense 11 1 % 12 1 %
Transaction-related costs 47 2 % 58 3 %
Income tax expense 73 3 % 148 8 %
Adjusted EBITDA (Non-GAAP) $ 539 25 % $ 575 30 %
Net sales $ 2,139 $ 1,930
Adjusted EBITDA margin (Non-GAAP) 25.2 % 29.8 %
__________________
1.Other adjustments primarily consisted of gains and losses from disposal of long-lived assets, remeasurement of foreign currencies, environmental reserves, asset retirement obligations, nonoperating pension expense (income), and certain legal costs, net of recoveries.
39
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company has been generating positive cash flows from operations. Prior to the consummation of the Spin-off, the Company was dependent upon Honeywell for all of its working capital and financing requirements. A substantial portion of the Company’s cash accounts were cleared to Honeywell regularly at Honeywell’s discretion, and Honeywell funded the Company’s operating and investing activities as needed. Transfers of cash between Honeywell and the Company were included within Net transfers to Parent on the accompanying financial statements through the Spin-off date. These arrangements ceased in conjunction with the Spin-off.
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.
Financing Relating to the Proposed Acquisition of Element Solutions
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.
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.
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.
Dividends
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,
40
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.
Senior Notes
On September 30, 2025, the Company issued $1.0 billion of 5.625% Senior Notes (the “Notes”) due September 30, 2033. The Notes were sold in private placements to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
Senior Credit Facilities
On October 29, 2025, the Company entered into a credit agreement (as amended, the “Credit Agreement”), which provides for (i) a seven-year senior secured first-lien term B loan facility in an aggregate principal amount of $1.0 billion (the “Term Loan Facility”) and (ii) a five-year senior secured first-lien revolving credit facility with aggregate commitments of $1.0 billion (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”).
The Company also entered into uncommitted bilateral letter of credit agreements, which provide for uncommitted bilateral letter of credit facilities in an aggregate uncommitted amount of $750 million (the “Sidecar LC Facilities”, and together with the Credit Facilities, the “Senior Credit Facilities”). The Sidecar LC Facilities provide for maintenance fees which accrue per annum on the aggregate amount of any letter of credit outstanding thereunder, payable quarterly, and fees which range from 0.60% to 0.95%, depending on the issuer and the type of letter of credit.
The Company may voluntarily prepay borrowings under the Credit Agreement without premium or penalty, subject to customary “breakage” costs with respect to SOFR loans. The Company may also reduce the commitments under the Revolving Credit Facility, in whole or in part, in each case, subject to certain minimum amounts and increments.
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.
The Credit Agreement contains certain affirmative and negative covenants customary for financings of this type. In addition, the Credit Agreement also contains financial covenants for the benefit of the lenders under the Revolving Credit Facility requiring the maintenance of certain financial ratios (as set forth in the Credit Agreement). As of June 30, 2026, the Company was in compliance with all of the financial covenants required by the Credit Agreement.
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.
See Note 8 – Debt of the Notes to the Consolidated Financial Statements for additional information regarding our debt obligations.
Cash Flows
Summarized cash flow information for the six months ended June 30, 2026 and 2025 is as follows:
41
For The Six Months Ended June 30,
(Dollars in millions) 2026 2025
Net cash provided by operating activities $ 461 $ 310
Net cash used for investing activities $ (215) $ (118)
Net cash used for financing activities $ (31) $ (12)
Operating Activities
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.
Investing Activities
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.
Financing Activities
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.
Cash and Cash Requirements
Summary
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.
Cash and Cash Equivalents Held by Foreign Subsidiaries
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.
Capital Expenditures
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.
Credit Support
Following the Spin-off, Honeywell had agreed to provide us support through certain parent company performance guarantees that would remain in place during a transition period of up to 24 months and as guarantor of or obligor for certain letters of credit and other credit support instruments that were issued on our behalf during a transition period of up to 12 months. Effective the second quarter of 2026, we no longer require credit support from Honeywell for letters of credit and other credit support instruments.
42
Supply Chain Financing
We maintain agreements with unaffiliated third-party financial institutions that offer voluntary supply chain financing (“SCF”) programs to our suppliers. The SCF programs enable suppliers, at their sole discretion, to sell their receivables to third-party financial institutions in order to receive payment on receivables earlier than the negotiated commercial terms between us and our suppliers. We had $118 million and $98 million outstanding obligations related to our SCF programs as of June 30, 2026 and December 31, 2025, respectively.
Contractual Obligations and Off-Balance Sheet Arrangements
We do not engage in significant off-balance sheet financial arrangements that have or are likely to have a material current or future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources. There have been no material changes outside the ordinary course of business to our contractual obligations from those discussed in our 2025 Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
There were no material changes during the three and six months ended June 30, 2026 to the items disclosed as critical accounting estimates in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K.
43
Read original filing text →