{"url_path":"/sec/sols/8-k/2026-07-06/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/2064953/0001213900-26-075267-index.html","accession_number":"0001213900-26-075267","cik":"0002064953","ticker":"SOLS","issuer_name":"Solstice Advanced Materials Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2064953/0001213900-26-075267-index.html","primary_entity_key":"0002064953","primary_entity_name":"Solstice Advanced Materials Inc."},"word_count":2027,"has_tables":true,"body_markdown":"**Item\n7.01 Regulation FD.**\n\n \n\nOn\nJuly 6, 2026, Solstice Advanced Materials Inc., a Delaware corporation (“Solstice”), and Element Solutions Inc, a Delaware\ncorporation (“Element Solutions”), issued a joint press release to announce the proposed acquisition of Element Solutions\nby Solstice pursuant to an Agreement and Plan of Merger entered into on July 6, 2026. A copy of the joint press release is attached as\nExhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is incorporated herein by reference. In addition, on July\n6, 2026, Solstice and Element Solutions issued a joint investor presentation, a copy of which is attached as Exhibit 99.2 to this Report\nand is incorporated herein by reference.\n\n \n\nThe\ninformation furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes\nof Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities\nof that section, and shall not be deemed to be incorporated by reference into any filing made by Solstice under the Securities Act of\n1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.\n\n \n\n**Cautionary\nStatement Regarding Forward-Looking Statements**\n\n \n\nThis communication contains certain forward-looking statements within the\nmeaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of\n1995 with respect to the proposed transaction between Solstice and Element Solutions, that involve substantial risks and uncertainties.\nThese statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on\ncurrent expectations, estimates, assumptions and projections regarding, among other things, the anticipated benefits and timing of the\nproposed transaction, synergies, expected future financial position, total addressable market, position in specialty chemicals and advanced\nmaterials verticals and the industry, business and financial results of each company and the combined company, including the combined\ncompany’s expected Adjusted EBITDA and Adjusted EBITDA margin, expected synergies, net debt and net leverage, anticipated de-leveraging,\nexpected accretion to Adjusted EPS and expected growth, margins and free cash flow. Forward-looking statements often include words such\nas “anticipates,” “estimates,” “expects,” “positioned,” “projects,” “forecasts,”\n“intends,” “plans,” “continues,” “could,” “believes,” “may,” “will,”\n“would,” “should,” “goals,” “pro forma” and words and terms of similar substance in connection\nwith discussions of the proposed transaction and the future operating or financial performance of the combined company. As with any projection\nor forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Solstice’s, Element\nSolutions’ or the combined company’s actual results may vary materially from those expressed or implied in the forward-looking\nstatements. Accordingly, undue reliance should not be placed on any forward-looking statement made by Solstice or on its behalf. Although\nSolstice and Element Solutions believe that the forward-looking statements contained in this communication are based on reasonable assumptions,\nyou should be aware that a variety of factors, many of which are difficult to predict and outside of Solstice’s or Element Solutions’\ncontrol, could affect Solstice’s, Element Solutions’ or the combined company’s actual financial results or results of\noperations and could cause actual results to differ materially from those in such forward-looking statements, including, but not limited\nto: the completion 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, economic\nperformance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of Solstice’s\nand Element Solutions’ businesses and other conditions to the completion of the proposed transaction; failure to realize the anticipated\nbenefits of the proposed transaction, or that such benefits may take longer to realize or be more costly to achieve than expected, including\nas a result of delay in completing the proposed transaction, Solstice’s ability to integrate Element Solutions’ operations\nand product lines or due to unexpected costs, liabilities or delays; the ability of the parties\nto obtain or consummate financing related to the proposed transaction upon acceptable terms or at all; the dilution caused by Solstice’s\nissuance of additional shares of its common stock in connection with the consummation of the proposed transaction; the risk of a downgrade\nof the credit rating of Solstice’s indebtedness; a material adverse change in the financial condition of Solstice, Element Solutions\nor the combined company; potential litigation relating to the proposed transaction that could be instituted against Solstice, Element\nSolutions or their respective directors; Solstice’s and Element Solutions’ ability to implement their business strategies;\nthe risk that disruptions from the proposed transaction will harm Solstice’s or Element Solutions’ respective businesses,\nincluding current plans and operations; the ability of Solstice or Element Solutions to retain and hire key personnel; potential adverse\nreactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainty\nas to the long-term value of Solstice’s common stock; risks associated with third party contracts\ncontaining consent and/or other provisions triggered by the proposed transaction; legislative, regulatory, political and economic\ndevelopments affecting Solstice’s, Element Solutions’ or the combined company’s respective businesses; the evolving\nlegal, regulatory and tax regimes under which Solstice and Element Solutions operate; potential business uncertainty, including changes\nto existing business 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 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\n1\n\n \n\n**Important\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the proposed transaction, Solstice intends to file with the SEC a registration statement on Form S-4 (the “Registration\nStatement”), which will include a prospectus with respect to the shares of Solstice’s common stock to be issued in the proposed\ntransaction and a joint proxy statement for Solstice’s and Element Solutions’ respective stockholders (the “Joint Proxy\nStatement/Prospectus”). The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders\nof Solstice and Element Solutions after it is declared effective. Each of Solstice and Element Solutions may also file with or furnish\nto the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement,\nthe Joint Proxy Statement/Prospectus or any other document that Solstice or Element Solutions may mail to their respective stockholders\nin connection with the proposed transaction.\n\n \n\nINVESTORS\nAND SECURITY HOLDERS OF SOLSTICE AND ELEMENT SOLUTIONS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS\nINCLUDED WITHIN THE REGISTRATION STATEMENT CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT\nDOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT\nAND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION\nREGARDING SOLSTICE, ELEMENT SOLUTIONS, THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\n \n\nInvestors and security holders may obtain\nfree copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Solstice or Element Solutions through the\nwebsite maintained by the SEC at http://www.sec.gov or from Solstice at its website, https://www.solstice.com, or from Element Solutions\nat its website, https://www.elementsolutionsinc.com (information included on or accessible through the SEC website or either of Solstice’s\nor Element Solutions’ website is not incorporated by reference into this communication).\n\n \n\n**Participants\nin Solicitation**\n\n \n\nSolstice\nand Element Solutions and their respective directors and executive officers may be deemed\nto be participants in the solicitation of proxies from the stockholders of Solstice and Element Solutions in connection with the proposed\ntransaction.\n\n \n\nInformation\nabout the interests of the directors and executive officers of Solstice and Element Solutions and other persons who may be deemed to\nbe participants in the solicitation of stockholders of Solstice and Element Solutions in connection with the proposed transaction and\na description of their direct and indirect interests, by security holdings or otherwise, will be included in the Joint Proxy Statement/Prospectus,\nwhich will be filed with the SEC.\n\n \n\nInformation\nabout Solstice’s directors and executive officers and their ownership of Solstice’s common stock is set forth in Solstice’s\nproxy statement for its 2026 Annual Meeting of Stockholders on 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 Information](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\nSolstice’s 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\nInformation\nabout Element Solutions’ directors and executive officers and their ownership of Element Solutions’ common stock is set forth\nin Element Solutions’ proxy statement for its 2026 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on March 23,\n2026, under the headings “[Director\nCompensation](https://www.sec.gov/Archives/edgar/data/1590714/000159071426000034/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\ninformation regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed\ntransaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed transaction when it becomes available.\nFree copies of these documents may be obtained as described above.\n\n \n\n2\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\ncommunication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation\nof an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended (the “Securities Act”), and/or offered pursuant to an exemption from the registration requirements\nof the Securities Act, and otherwise in accordance with applicable law."}