{"url_path":"/sec/esi/8-k/2026-07-20/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1590714/0001104659-26-084905-index.html","accession_number":"0001104659-26-084905","cik":"0001590714","ticker":"ESI","issuer_name":"Element Solutions Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1590714/0001104659-26-084905-index.html","primary_entity_key":"0001590714","primary_entity_name":"Element Solutions Inc"},"word_count":2483,"has_tables":true,"body_markdown":"**Item 7.01 Regulation FD.**\n\n \n\nOn July 20, 2026, Solstice Advanced Materials Inc., a Delaware corporation\n(“Solstice”) issued an investor update presentation regarding the proposed acquisition of Element Solutions Inc, a Delaware\ncorporation (“Element Solutions”) by Solstice. A copy of the investor update presentation is attached as Exhibit 99.1 to this\nCurrent Report on Form 8-K (the “Report”) and is incorporated herein by reference.\n\n \n\nThe information furnished pursuant to this Item\n7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed\nto be incorporated by reference into any filing made by Solstice under the Securities Act of 1933, as amended, or the Exchange Act, except\nas shall be expressly set forth by a specific reference in such filing.\n\n \n\n**Cautionary Statement Regarding Forward-Looking\nStatements**\n\n \n\nThis communication contains certain\nforward-looking statements within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the\nPrivate Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Solstice and Element Solutions,\nthat involve substantial risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to\nhistorical or current facts, but rather are based on current expectations, estimates, assumptions and projections regarding, among\nother 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\nresults of each company and the combined company, including the combined company’s expected Adjusted EBITDA and Adjusted\nEBITDA margin, expected synergies, net debt and net leverage, anticipated de-leveraging, expected accretion to Adjusted EPS and\nexpected growth, margins and free cash flow]. Forward-looking statements often include words such as “anticipates,”\n“estimates,” “expects,” “positioned,” “projects,” “forecasts,”\n“intends,” “plans,” “continues,” “could,” “believes,” “may,”\n“will,” “would,” “should,” “goals,” “pro forma” and words and terms of\nsimilar substance in connection with discussions of the proposed transaction and the future operating or financial performance of\nthe combined company. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and\nchanges in circumstances. Solstice’s, Element Solutions’ or the combined company’s actual results may vary\nmaterially from those expressed or implied in the forward-looking statements. Accordingly, undue reliance should not be placed on\nany 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\nof factors, many of which are difficult to predict and outside of Solstice’s or Element Solutions’ control, could affect\nSolstice’s, Element Solutions’ or the combined company’s actual financial results or results of operations and\ncould cause actual results to differ materially from those in such forward-looking statements, including, but not limited to: the\ncompletion of the proposed transaction on the anticipated terms and timing, including obtaining stockholder, regulatory and other\napprovals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies,\neconomic performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth\nof Solstice’s and Element Solutions’ businesses and other conditions to the completion of the proposed transaction;\nfailure to realize the anticipated benefits of the proposed transaction, or that such benefits may take longer to realize or be more\ncostly to achieve than expected, including as a result of delay in completing the proposed transaction, Solstice’s ability to\nintegrate Element Solutions’ operations and product lines or due to unexpected costs, liabilities or delays; the\nability of the parties to obtain or consummate financing related to the proposed transaction upon acceptable terms or at all;\nthe dilution caused by Solstice’s issuance of additional shares of its common stock in connection with the consummation of the\nproposed transaction; the risk of a downgrade of the credit rating of Solstice’s indebtedness; a material adverse change in\nthe financial condition of Solstice, Element Solutions or the combined company; potential litigation relating to the proposed\ntransaction that could be instituted against Solstice, Element Solutions or their respective directors; Solstice’s and Element\nSolutions’ ability to implement their business strategies; the risk that disruptions from the proposed transaction will harm\nSolstice’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\nfrom the announcement or completion of the proposed transaction; uncertainty as to the long-term value of Solstice’s common\nstock; risks associated with third party contracts containing consent and/or other provisions\ntriggered by the proposed transaction; legislative, regulatory, political and economic developments affecting\nSolstice’s, Element Solutions’ or the combined company’s respective businesses; the evolving legal, regulatory and\ntax regimes under which Solstice and Element Solutions operate; potential business uncertainty, including changes to existing\nbusiness relationships, during the pendency of the proposed transaction that could affect Solstice’s and/or Element\nSolutions’ financial performance; restrictions during the pendency of the proposed transaction that may impact\nSolstice’s or Element Solutions’ ability to pursue certain business opportunities or strategic transactions; an overall\ndecline in the health of the economy and the industries in which Solstice and Element Solutions operate, including as a result of\ninflation, tariffs and other trade barriers and restrictions, market volatility, geopolitical instability and social unrest, the\npossibility of an economic downturn or recession or other macroeconomic factors; unpredictability and severity of catastrophic\nevents, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Solstice’s and Element\nSolutions’ response to any of the aforementioned factors; failure to receive the approval of the stockholders of Solstice\nand/or Element Solutions; and the occurrence of any event, change or other circumstance that could give rise to the termination of\nthe merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the\nother risks and uncertainties that affect the businesses of Solstice and Element Solutions described in the “Risk\nFactors” section of their respective Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly\nReports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings identify and\naddress 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\ncautioned not to put undue reliance on forward-looking statements, and Solstice and Element Solutions assume no obligation and do\nnot intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,\nexcept as otherwise required by securities or other applicable law. Neither Solstice nor Element Solutions gives any assurance that\neither Solstice or Element Solutions 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\nrespect to 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\n \n\n \n\n \n\nInvestors and security holders may obtain free copies of the Joint\nProxy Statement/Prospectus and other documents filed with the SEC by Solstice or Element Solutions through the website maintained by the\nSEC at http://www.sec.gov or from Solstice at its website, https://www.solstice.com/us/, or from Element Solutions at its website, https://www.elementsolutionsinc.com/\n(information included on or accessible through the SEC website or either of Solstice’s or Element Solutions’ website is not\nincorporated 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\nCompensation](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\nand Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.\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\nCompensation](https://www.sec.gov/Archives/edgar/data/0001590714/000159071426000034/esi-20260323.htm#ic2015f2b50624ca1991aedc57554281a_103),” “[Executive\nCompensation](https://www.sec.gov/Archives/edgar/data/0001590714/000159071426000034/esi-20260323.htm#ic2015f2b50624ca1991aedc57554281a_118)” and “[Security\nOwnership](https://www.sec.gov/Archives/edgar/data/0001590714/000159071426000034/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”),\nand/or offered pursuant to an exemption from the registration requirements of the Securities Act, and otherwise in accordance with applicable\nlaw.\n\n \n\n \n\n \n\n \n\n**Important Note about Combined and Non-GAAP Financial Information**\n\n \n\nThe financial information for the combined businesses of Solstice and\nElement Solutions is based on management's estimates, assumptions and projections and has not been prepared in conformance with the applicable\nrequirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied\nand are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from,\nor as a substitute for, the historical financial statements of Solstice and Element Solutions. These measures are provided for illustrative\npurposes and are based on an arithmetic sum of the relevant historical financial measures of Solstice and Element Solutions. Combined\nAdjusted EBITDA is the arithmetic sum of Solstice's Adjusted Standalone EBITDA and Element Solutions' Pro Forma Adjusted EBITDA, inclusive\nof expected synergies. Combined Adjusted EBITDA Margin is inclusive of expected synergies. These measures do not reflect what the combined\ncompany's financial condition or results of operations would have been had the proposed transaction occurred on or prior to the dates\nindicated. Such illustrative information may differ materially from pro forma information included in SEC filings. Various factors could\ncause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks\ndescribed above and in each of Solstice’s and Element Solutions' respective filings with the SEC.\n\n \n\nThis communication also includes certain financial measures not calculated\nin accordance with U.S. generally accepted accounting principles (\"GAAP\"), such as adjusted standalone EBITDA, pro forma adjusted\nEBITDA, combined adjusted EBITDA, combined adjusted EBITDA margin, combined sales, synergies, integration benefits, free cash flow, net\ndebt and net leverage. Non-GAAP financial measures have limitations as an analytical tool and are not meant to be considered in isolation\nfrom, or as a substitute for, the comparable GAAP measures. There are limitations to non-GAAP financial measures because they are not\nprepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences\nin methods of calculation and items being excluded. Solstice and Element Solutions caution you not to place undue reliance on these non-GAAP\nfinancial measures.\n\n \n\nFor a definition of Solstice’s adjusted standalone EBITDA and\nElement Solutions’ adjusted EBITDA and a reconciliation of adjusted standalone EBITDA and adjusted EBITDA to the most comparable\nGAAP financial measure for 2025, please see Solstice’s Current Report on Form 8-K furnished with the SEC on February 11,\n2026 and Element Solutions’ Current Report on Form 8-K furnished with the SEC on February 17, 2026 and Element Solutions’\n2026 Investor Day presentation at its website at https://www.elementsolutions.com (information included on or accessible through Element\nSolutions’ website is not incorporated by reference into this communication). Element Solutions’ pro forma Adjusted EBITDA\nfor fiscal year 2025 is from Element Solutions’ 2026 Investor Day presentation and is Element Solutions’ Adjusted EBITDA inclusive\nof a pro forma adjustment of $61 million from the impact of the acquisitions of Micromax and EFC Gases. Combined Adjusted EBITDA and Combined\nAdjusted EBITDA margin includes expected synergies."}