{"url_path":"/sec/esi/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1590714/0001104659-26-080825-index.html","accession_number":"0001104659-26-080825","cik":"0001590714","ticker":"ESI","issuer_name":"Element Solutions Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1590714/0001104659-26-080825-index.html","primary_entity_key":"0001590714","primary_entity_name":"Element Solutions Inc"},"word_count":1921,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn July 6, Element Solutions entered into\na letter agreement with John E. Capps, Element Solution’s former Executive Vice President, General Counsel and Secretary, memorializing\nhis continued entitlements under his Change in Control Agreement with Element Solutions (including his ability to resign for “Good\nReason” in connection with the Closing) and receipt of an annual bonus and severance at levels to which he was entitled in his capacity\nas the Company’s General Counsel.\n\n \n\n \n\n \n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws made pursuant to the\nsafe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Solstice\nand Element Solutions, that involve substantial risks and uncertainties. These statements can be identified by the fact that they do not\nrelate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections regarding,\namong other things, the anticipated benefits and timing of the proposed transaction, synergies, expected future financial position, total\naddressable market, position in specialty chemicals and advanced materials verticals and the industry, business and financial results\nof each company and the combined company, including the combined company’s expected Adjusted EBITDA and Adjusted EBITDA margin,\nexpected synergies, net debt and net leverage, anticipated de-leveraging, expected accretion to Adjusted EPS and expected growth, margins\nand free cash flow]. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,”\n“positioned,” “projects,” “forecasts,” “intends,” “plans,” “continues,”\n“could,” “believes,” “may,” “will,” “would,” “should,” “goals,”\n“pro forma” and words and terms of similar substance in connection with discussions of the proposed transaction and the future\noperating or financial performance of the combined company. As with any projection or forecast, forward-looking statements are inherently\nsusceptible to uncertainty and changes in circumstances. Solstice’s, Element Solutions’ or the combined company’s actual\nresults may vary materially from those expressed or implied in the forward-looking statements. Accordingly, undue reliance should not\nbe placed on any forward-looking statement made by Solstice or on its behalf. Although Solstice and Element Solutions believe that the\nforward-looking statements contained in this communication are based on reasonable assumptions, you should be aware that a variety of\nfactors, many of which are difficult to predict and outside of Solstice’s or Element Solutions’ control, could affect Solstice’s,\nElement Solutions’ or the combined company’s actual financial results or results of operations and could cause actual results\nto differ materially from those in such forward-looking statements, including, but not limited to: the completion of the proposed transaction\non the anticipated terms and timing, including obtaining stockholder, regulatory and other approvals, anticipated tax treatment, unforeseen\nliabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,\nfuture prospects, business and management strategies, expansion and growth of Solstice’s and Element Solutions’ businesses\nand other conditions to the completion of the proposed transaction; failure to realize the anticipated benefits of the proposed transaction,\nor that such benefits may take longer to realize or be more costly to achieve than expected, including as a result of delay in completing\nthe proposed transaction, Solstice’s ability to integrate Element Solutions’ operations and product lines or due to unexpected\ncosts, liabilities or delays; the ability of the parties to obtain or consummate financing related\nto the proposed transaction upon acceptable terms or at all; the dilution caused by Solstice’s issuance of additional shares\nof its common stock in connection with the consummation of the proposed transaction; the risk of a downgrade of the credit rating of Solstice’s\nindebtedness; a material adverse change in the financial condition of Solstice, Element Solutions or the combined company; potential litigation\nrelating to the proposed transaction that could be instituted against Solstice, Element Solutions or their respective directors; Solstice’s\nand Element Solutions’ ability to implement their business strategies; the risk that disruptions from the proposed transaction will\nharm Solstice’s or Element Solutions’ respective businesses, including current plans and operations; the ability of Solstice\nor Element Solutions to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from\nthe announcement or completion of the proposed transaction; uncertainty as to the long-term value of Solstice’s common stock; risks\nassociated with third party contracts containing consent and/or other provisions triggered by the proposed transaction; legislative,\nregulatory, political and economic developments affecting Solstice’s, Element Solutions’ or the combined company’s respective\nbusinesses; the evolving legal, regulatory and tax regimes under which Solstice and Element Solutions operate; potential business uncertainty,\nincluding changes to existing business relationships, during the pendency of the proposed transaction that could affect Solstice’s\nand/or Element Solutions’ financial performance; restrictions during the pendency of the proposed transaction that may impact Solstice’s\nor Element Solutions’ ability to pursue certain business opportunities or strategic transactions; an overall decline in the health\nof the economy and the industries in which Solstice and Element Solutions operate, including as a result of inflation, tariffs and other\ntrade barriers and restrictions, market volatility, geopolitical instability and social unrest, the possibility of an economic downturn\nor recession or other macroeconomic factors; unpredictability and severity of catastrophic events, including, but not limited to, acts\nof terrorism or outbreak of war or hostilities, as well as Solstice’s and Element Solutions’ response to any of the aforementioned\nfactors; failure to receive the approval of the stockholders of Solstice and/or Element Solutions; and the occurrence of any event, change\nor other circumstance that could give rise to the termination of the merger agreement. The foregoing list of factors is not exhaustive.\nYou should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Solstice and Element\nSolutions described in the “Risk Factors” section of their respective Annual Reports on Form 10-K for the year ended December\n31, 2025, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings identify\nand address other important risks and uncertainties that could cause actual events and results to differ materially from those implied\nby forward-looking statements in this communication. Forward-looking statements speak only as of the date they are made. Readers are cautioned\nnot to put undue reliance on forward-looking statements, and Solstice and Element Solutions assume no obligation and do not intend to\nupdate or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise\nrequired by securities or other applicable law. Neither Solstice nor Element Solutions gives any assurance that either Solstice or Element\nSolutions will achieve its expectations.\n\n \n\n \n\n \n\n \n\n**Important Information and Where to Find It**\n\n \n\nIn connection with the proposed transaction, Solstice intends to file\nwith the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect\nto the shares of Solstice’s common stock to be issued in the proposed transaction and a joint proxy statement for Solstice’s\nand Element Solutions’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive Joint Proxy\nStatement/Prospectus (if and when available) will be mailed to stockholders of Solstice and Element Solutions after it is declared effective.\nEach of Solstice and Element Solutions may also file with or furnish to the SEC other relevant documents regarding the proposed transaction.\nThis communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that\nSolstice or Element Solutions may mail to their respective stockholders in connection with the proposed transaction.\n\n \n\nINVESTORS AND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE\nURGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY\nAND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED\nTRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS\nOR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOLSTICE, ELEMENT SOLUTIONS, THE PROPOSED TRANSACTION\nAND RELATED MATTERS.\n\n \n\nInvestors\nand security holders may obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Solstice\nor Element Solutions through the website maintained by the SEC at http://www.sec.gov or from Solstice at its website, https://www.solstice.com/us/,\nor from Element Solutions at its website, https://www.elementsolutionsinc.com/ (information included on or accessible through the SEC\nwebsite or either of Solstice’s or Element Solutions’ website is not incorporated by reference into this communication).\n\n \n\n**Participants in Solicitation**\n\n \n\nSolstice and\nElement Solutions and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies\nfrom the stockholders of Solstice and Element Solutions in connection with the proposed transaction.\n\n \n\nInformation about the interests of the directors\nand executive officers of Solstice and Element Solutions and other persons who may be deemed to be participants in the solicitation of\nstockholders of Solstice and Element Solutions in connection with the proposed transaction and a description of their direct and indirect\ninterests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus, which will be filed with the SEC.\n\n \n\nInformation about Solstice’s directors and executive officers\nand their ownership of Solstice’s common stock is set forth in Solstice’s proxy statement for its 2026 Annual Meeting of Stockholders\non Schedule 14A filed with the SEC on April 2, 2026 under the headings “[Director Compensation](https://www.sec.gov/Archives/edgar/data/2064953/000206495326000034/sols-20260402.htm#i965846e34a534ed9973c437caf404ad3_93),” “[Compensation\nDiscussion and Analysis](https://www.sec.gov/Archives/edgar/data/2064953/000206495326000034/sols-20260402.htm#i965846e34a534ed9973c437caf404ad3_84),” “[Executive\nCompensation Tables](https://www.sec.gov/Archives/edgar/data/2064953/000206495326000034/sols-20260402.htm#i965846e34a534ed9973c437caf404ad3_90)” and “[Stock\nOwnership Analysis](https://www.sec.gov/Archives/edgar/data/2064953/000206495326000034/sols-20260402.htm#i965846e34a534ed9973c437caf404ad3_102).” To the extent that holdings of Solstice’s securities have changed since the amounts printed in Solstice’s\nproxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and\nStatements of Changes in Beneficial Ownership on Form 4 filed with the SEC.\n\n \n\n \n\n \n\n \n\nInformation about Element Solutions’ directors and executive\nofficers and their ownership of Element Solutions’ common stock is set forth in Element Solutions’ proxy statement for its\n2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on March 23, 2026 under the headings “[Director Compensation](https://www.sec.gov/Archives/edgar/data/1590714/000159071426000034/esi-20260323.htm#ic2015f2b50624ca1991aedc57554281a_103),” “[Executive Compensation](https://www.sec.gov/Archives/edgar/data/1590714/000159071426000034/esi-20260323.htm#ic2015f2b50624ca1991aedc57554281a_118)” and “[Security Ownership](https://www.sec.gov/Archives/edgar/data/1590714/000159071426000034/esi-20260323.htm#ic2015f2b50624ca1991aedc57554281a_184).” To the extent that holdings of Element Solutions’ securities have changed since the amounts printed in Element\nSolutions’ proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities\non Form 3 and Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.\n\n \n\nThe information regarding the direct and indirect\ninterests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the\nJoint Proxy Statement/Prospectus regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained\nas described above.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication is not intended to and shall not constitute an offer\nto sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or\napproval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior\nto registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means\nof a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), and/or\noffered pursuant to an exemption from the registration requirements of the Securities Act, and otherwise in accordance with applicable\nlaw."}