Solstice Advanced Materials Inc. filed a Form 8-K on August 27, 2026, disclosing the mutual termination of its Agreement and Plan of Merger with Element Solutions Inc. and announcing a new $500 million share repurchase program.

Key Highlights

  • Merger terminated: Solstice and Element Solutions mutually terminated their Merger Agreement on August 27, 2026, pursuant to Section 8.1(a) of that agreement.
  • No termination payments: According to the filing, neither Solstice nor Element Solutions will be responsible for any payments to the other party as a result of the termination.
  • Mutual release: Subject to limited customary exceptions, the Termination Agreement mutually releases the parties from any claims of liability relating to the contemplated merger transaction.
  • Related agreements also terminated: The Goldman Sachs commitment letter and the Voting and Support Agreement with Sir Martin E. Franklin each automatically terminated in accordance with their terms as a result of the merger termination.
  • Share repurchase authorized: The Board of Directors approved a program authorizing repurchases of up to $500 million of Solstice common stock.
  • Shares outstanding: As of August 26, 2026, there were 158,889,436 shares of Solstice common stock outstanding.

Solstice and Element Solutions Unwind July 2026 Merger Agreement

Solstice Advanced Materials Inc. (NASDAQ:SOLS), headquartered in Morris Plains, New Jersey, disclosed in its August 27, 2026 filing that it entered into a Termination Agreement with Element Solutions Inc, Solar Merger Sub One Inc., and Solar Merger Sub Two LLC. The original Agreement and Plan of Merger had been entered into on July 6, 2026, and was previously filed as Exhibit 2.1 to Amendment No. 1 to a Current Report on Form 8-K/A filed by Solstice on July 9, 2026. The filing states that as a result of the termination, "the Merger Agreement will be of no further force and effect."

Alongside the merger termination, the filing reported that two related agreements were automatically unwound. These were the commitment letter dated July 6, 2026, with Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC, and the Voting and Support Agreement dated July 6, 2026, between Solstice and Sir Martin E. Franklin. Both terminated automatically in accordance with their terms upon the termination of the Merger Agreement, according to the filing.

Separately, the filing disclosed that Solstice's Board of Directors approved a share repurchase program authorizing repurchases of up to $500 million of its common stock. The filing noted that repurchases may be made through methods including open market purchases, accelerated share repurchase transactions, negotiated block transactions, Rule 10b5-1 plans, and other transactions structured through investment banking institutions or privately negotiated. The filing also stated that "the repurchase authorization may be amended, suspended, resumed or terminated by Solstice's Board of Directors at any time without prior notice," and that Solstice expects to use cash on hand and cash from operations to fund the program.

What Was Disclosed

Solstice Advanced Materials disclosed the mutual termination of its July 2026 merger agreement with Element Solutions Inc., with no termination payments owed by either party, the automatic termination of related financing and support agreements, and the Board's approval of a $500 million share repurchase program.