{"url_path":"/sec/sols/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/2064953/0001213900-26-079407-index.html","accession_number":"0001213900-26-079407","cik":"0002064953","ticker":"SOLS","issuer_name":"Solstice Advanced Materials Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2064953/0001213900-26-079407-index.html","primary_entity_key":"0002064953","primary_entity_name":"Solstice Advanced Materials Inc."},"word_count":2485,"has_tables":true,"body_markdown":"**Item\n7.01 Regulation FD.**\n\n \n\nOn\nJuly 20, 2026, Solstice Advanced Materials Inc., a Delaware corporation (“Solstice”) issued an investor update presentation\nregarding the proposed acquisition of Element Solutions Inc, a Delaware corporation (“Element Solutions”) by Solstice. A\ncopy of the investor update presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and\nis incorporated herein by reference.\n\n \n\nThe\ninformation furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of\nSection 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\ncommunication contains certain forward-looking statements within the meaning of the federal securities laws made pursuant to the safe\nharbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed transaction between Solstice and\nElement 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\nregarding, among other things, the anticipated benefits and timing of the proposed transaction, synergies, expected future financial\nposition, total addressable 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 EBITDA\nmargin, expected synergies, net debt and net leverage, anticipated de-leveraging, expected accretion to Adjusted EPS and expected growth,\nmargins and free cash flow. Forward-looking statements often include words such as “anticipates,” “estimates,”\n“expects,” “positioned,” “projects,” “forecasts,” “intends,” “plans,”\n“continues,” “could,” “believes,” “may,” “will,” “would,” “should,”\n“goals,” “pro forma” and words and terms of similar substance in connection with discussions of the proposed\ntransaction and the future operating or financial performance of the combined company. As with any projection or forecast, forward-looking\nstatements are inherently susceptible to uncertainty and changes in circumstances. Solstice’s, Element Solutions’ or the\ncombined company’s actual results may vary materially from those expressed or implied in the forward-looking statements. Accordingly,\nundue reliance should not be placed on any forward-looking statement made by Solstice or on its behalf. Although Solstice and Element\nSolutions believe that the forward-looking statements contained in this communication are based on reasonable assumptions, you should\nbe 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\nof operations 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\nSolstice’s issuance of additional shares of its common stock in connection with the consummation of the proposed transaction; the\nrisk of a downgrade of the credit rating of Solstice’s indebtedness; a material adverse change in the financial condition of Solstice,\nElement Solutions or the combined company; potential litigation relating to the proposed transaction that could be instituted against\nSolstice, Element Solutions or their respective directors; Solstice’s and Element Solutions’ ability to implement their business\nstrategies; the risk that disruptions from the proposed transaction will harm Solstice’s or Element Solutions’ respective\nbusinesses, including current plans and operations; the ability of Solstice or Element Solutions to retain and hire key personnel; potential\nadverse reactions 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\nElement Solutions described in the “Risk Factors” section of their respective Annual Reports on Form 10-K for the year ended\nDecember 31, 2025, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings\nidentify and address other important risks and uncertainties that could cause actual events and results to differ materially from those\nimplied by forward-looking statements in this communication. Forward-looking statements speak only as of the date they are made. Readers\nare cautioned 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 either\nSolstice or Element Solutions will achieve its expectations.\n\n \n\n1\n\n \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\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,\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\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,” “Compensation\nDiscussion and Analysis,” “Executive\nCompensation Tables” and “Stock\nOwnership Information.” 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,” “Executive\nCompensation” and “Security\nOwnership.” 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** **\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.\n\n \n\n**Important\nNote about Combined and Non-GAAP Financial Information**\n\n \n\nThe\nfinancial information for the combined businesses of Solstice and Element Solutions is based on management's estimates, assumptions and\nprojections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial\ninformation, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided\nfor illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements\nof Solstice and Element Solutions. These measures are provided for illustrative purposes and are based on an arithmetic sum of the relevant\nhistorical financial measures of Solstice and Element Solutions. Combined Adjusted EBITDA is the arithmetic sum of Solstice’s Adjusted\nStandalone EBITDA and Element Solutions’ Pro Forma Adjusted EBITDA, inclusive of expected synergies. Combined Adjusted EBITDA Margin\nis inclusive of expected synergies. These measures do not reflect what the combined company's financial condition or results of operations\nwould have been had the proposed transaction occurred on or prior to the dates indicated. Such illustrative information may differ materially\nfrom pro forma information included in SEC filings. Various factors could cause actual future results to differ materially from those\ncurrently estimated by management, including, but not limited to, the risks described above and in each of Solstice’s and Element\nSolutions’ respective filings with the SEC.\n\n \n\nThis\ncommunication also includes certain financial measures not calculated in accordance with U.S. generally accepted accounting principles\n(\"GAAP\"), such as adjusted standalone EBITDA, pro forma adjusted EBITDA, combined adjusted EBITDA, combined adjusted EBITDA\nmargin, combined sales, synergies, integration benefits, free cash flow, net debt and net leverage. Non-GAAP financial measures have\nlimitations as an analytical tool and are not meant to be considered in isolation from, or as a substitute for, the comparable GAAP measures.\nThere are limitations to non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable\nto similarly titled measures of other companies due to potential differences in methods of calculation and items being excluded. Solstice\nand Element Solutions caution you not to place undue reliance on these non-GAAP financial measures.\n\n \n\nFor\na definition of Solstice’s adjusted standalone EBITDA and Element Solutions’ adjusted EBITDA and a reconciliation of adjusted\nstandalone EBITDA and adjusted EBITDA to the most comparable GAAP financial measure for 2025, please see Solstice’s Current Report\non Form 8-K furnished with the SEC on February 11, 2026 and Element Solutions’ Current Report on Form 8-K furnished with\nthe SEC on February 17, 2026 and Element Solutions’ 2026 Investor Day presentation at its website at https://www.elementsolutions.com\n(information included on or accessible through Element Solutions’ website is not incorporated by reference into this communication).\nElement Solutions’ pro forma Adjusted EBITDA for fiscal year 2025 is from Element Solutions’ 2026 Investor Day presentation\nand is Element Solutions’ Adjusted EBITDA inclusive of a pro forma adjustment of $61 million from the impact of the acquisitions\nof Micromax and EFC Gases. Combined Adjusted EBITDA and Combined Adjusted EBITDA margin includes expected synergies."}